The Astonishing X-Men
by NiteOwl94
Summary: My take on what a proper X-Men movie should be like. - Working on fixing the formatting issues. Still readable!


**The Astonishing X-Men**

 **Written by**

 **Joseph Sheldahl and William Thomas Berk**

 **Based on the Marvel Comic Book created by Stan Lee and Jack Kirby**

 **This is a fan-produced work,** **made without the permission,** **knowledge, or assistance of** **Marvel Enterprises Inc.  
Any ****challenge to their copyright** **is neither intended by the** **authors nor inferred by the** **text.**

* * *

 **INT. SMALL PRIVATE AIRPLANE - DAY**

 **We can only hear a white noise, like our ears are RINGING...**

 **FADE IN:**

 **A young boy stares blankly ahead, his face is expressionless. He could be no older than 10. This is SCOTT SUMMERS. Seen in the reflections on his eyes, a serious-looking man is soundlessly SHOUTING AT SCOTT.**

 **This man is Scott's father, MAJOR CHRISTOPHER SUMMERS. Scott blinks as the white noise starts to peel away and he hears chaos. Someone SCREAMING. His brother YELLING. He looks around, in shock. Everything is shaking and wind is ripping through the cabin.**

 **Christopher, kneeling in front of Scott, reaches out and firmly grabs his chin, turning his head to face him.**

 **MAJ. CHRISTOPHER SUMMERS**

 **(Yelling)**

 **Scott!**

 **Scott startles abruptly.**

 **MAJ. CHRISTOPHER SUMMERS (CONT'D)**

 **Can you hear me, son?**

 **Scott doesn't answer. Christopher glances over Scott's shoulder for a moment and sees his wife strapping a parachute onto Scott's older brother, ALEX SUMMERS. Alex is protesting vehemently, his mom is yelling at him, tears streaming down her face. Christopher focuses back on Scott.**

 **A lone tear rolls down Christopher's cheek.**

 **MAJ. CHRISTOPHER SUMMERS**

 **Scott... listen to me. You have to go with your brother. Okay?  
** **You have to be strong right now. You gotta be a soldier like Dad right now, okay?**

 **Scott is still in shock, his eyes widen as he stares at his dad. Mom has brought Alex over to Scott and Christopher. They quickly fasten the two boys into the parachute. They all embrace in a tight hug.**

 **ALEX SUMMERS**

 **Mom...**

 **MRS. SUMMERS**

 **Alex, you take care of Scott, you hear me?**

 **MAJ. CHRISTOPHER SUMMERS**

 **You two stick together no matter what happens, okay? Keep each other safe. We love you.**

 **MRS. SUMMERS**

 **We love you.**

 **Scott slowly realizes what's happening.**

 **SCOTT SUMMERS**

 **No... no...**

 **Christopher stands up and moves over to the emergency exit door. He grabs a strap, fastened to the wall, and wraps it around his arm. The boys rush over to him, clinging to his side. Alex understands what's about to happen, Scott is clinging on for an entirely different reason. Christopher steadies himself and grabs the door handle.**

 **SCOTT SUMMERS**

 **(Yelling)**

 **No! No! Mom, you've gotta come with us! Dad, don't make us go!**

 **Christopher closes his eyes tightly, and pries the door open. It pops open with a SHARP CLANG that's almost drowned out entirely by the sound of the wind ROARING through the cabin. Christopher glances at Alex, who reluctantly nods, tears still flowing down his face.**

 **MAJ. CHRISTOPHER SUMMERS**

 **Alex... don't let him go.**

 **Christopher stares at them both intently for a moment. Scott is in a state of sheer panic. Mom is clinging to one of the seats, sobbing. Alex holds Scott as he forces him loose from their dad. Christopher holds on to them with his free arm as they inch closer to the door.**

 **EXT. HIGH IN THE AIR - CONTINUOUS**

 **In an instant, the boys are PUSHED OUT OF THE PLANE. They soar through the air, wind rushing around them like deadly rapids. Scott SCREAMS. Another engine SNAPS OFF the plane. Engulfed in flames, spiraling through the sky, the plane plummets toward the horizon. Alex opens THE PARACHUTE. They snap into a glide, moving through the air.**

 **The ground slowly gets larger as they float downwards.**

 **There's a loud BOOM in the distance.**

 **Then a faint POPPING sound is heard, followed by the sound of fabric TEARING. Alex looks up, and sees that flaming shrapnel has punctured the parachute. He YELLS as he struggles with the chute mechanism.**

 **Not a few moments later, the boys are free-falling. Trees and branches whip by at insane speeds. Alex clings to Scott, trying to protect him as they fall. The chute snags on a branch, violently jerking the boys once the slack is taut.**

 **The harness snaps, and Scott falls from Alex. Scott SCREAMS as Alex grasps for him, and gets nothing but air. As Scott is falling, he hits a branch; landing on it on his stomach. The branch snaps, and he's falling again.**

 **Scott keeps on falling.**

 **His eyes WIDEN.**

 **His pupils DILATE.**

 **Scott is still crashing through branches.**

 **Deeper; DNA helices swirl, they start to change somehow...**

 **Scott HITS HIS HEAD on a branch.**

 **SMASH CUT TO BLACK.**

* * *

 **EXT. FOREST - CONTINUOUS**

 **FADE IN:**

 **Scott is lying on the snow. Alex comes running over.**

 **ALEX SUMMERS**

 **(Shouting)**

 **Scott! Scott!**

 **Alex drops to his knees, next to Scott. Alex grabs him by the shoulders and shakes him.**

 **ALEX SUMMERS**

 **Scott! Don't leave me, we gotta** **stick together! Dad said so!**

 **Alex clumsily checks his brother's pulse, and his breathing. Scott is alive. Alex sits back for a moment, and runs his hands through his hair. Exasperated and trembling. He looks over at Scott, whose eyes are now open. Alex stares at Scott.**

 **ALEX SUMMERS**

 **Scott?**

 **Scott begins to hyperventilate. His eyes are still as wide as they were before.**

 **ALEX SUMMERS**

 **Scott!**

 **His optic nerve is PULSING.**

 **Deeper; the DNA helices keep swirling. They keep changing...**

 **they pulse bright RED...**

 **PUSH IN TO:**

* * *

 **TITLE SEQUENCE - SERIES OF SHOTS**

 **Title card: "THE ASTONISHING X-MEN"**

 **The scene of a car accident. On the road is a young woman slowly bleeding to death. Holding her limp body is JEAN GREY, another teenage girl, crying her eyes out. A near-visible force emanates from Jean's forehead, connecting to the dying girl. Jean's EYES WIDEN.**

 **A young man violently grabs a girl by the arm, forcibly pulling her away from BOBBY DRAKE/ICEMAN. Bobby gets visibly angry and thrusts a hand out at the other boy... ENCASING HIM IN SOLID ICE. Bobby looks down at his hands, shocked.**

 **WARREN WORTHINGTON III/ANGEL is with his wealthy parents on some uptown street. He's dressed in a large overcoat. A few blocks away, he sees a burning building - crowds gathered around, people inside screaming for help. With one last "fuck you" look to his parents, he throws off the overcoat and soars toward the building on HUGE FEATHERY WINGS.**

 **On a farm, a young girl is stuck in the path of an oncoming tractor. A preteen PIOTR RASPUTIN/COLOSSUS dives in to rescue her. With nothing but his BARE METAL HANDS, he stops the tractor dead. From his expression, Piotr has no idea how he did that.**

 **A teenaged KITTY PRYDE opens her school locker. She steps back in shock as WATER BALLOONS loaded with dye cascade onto her. Scrawled on the inside of the door, the word "MUTIE" is painted.**

 **In an alleyway, a bald man kneels in front of a panicked young pickpocket girl with white hair and glowing white eyes. He warmly extends his hand. She looks up at him. A calm slowly comes over her and she puts her hand in his. When she does this... her eyes turn blue and it STOPS RAINING. This is PROFESSOR CHARLES XAVIER and ORORO MUNROE/STORM.**

 **FADE OUT.**

* * *

 **EXT. ALKALI LAKE, NORTH DAKOTA - MORNING**

 **SERIES OF SHOTS**

 **The "Welcome to Alkali Lake, North Dakota" sign. It's faded and rusted, not even worth the time and trouble of graffiti.**

 **Main Street in the small town. People are just getting started with their day.**

 **A big rig drives out of the local truck stop.**

 **A shop owner yawns while he unlocks his door and turns over the "OPEN" sign.**

 **Various standees and posters in the window of a small game and sporting goods shop. A couple of half-awake hunters mill around outside. All the paraphernalia seems to be about "The Bloodthirsty WOLVERINE!" This is clearly Alkali Lake's very own Bigfoot.**

 **A few locals walk into a nearby bar.**

* * *

 **INT. LOCAL BAR - CONTINUOUS**

 **Two men walk into the bar and sit at the counter. The older man is prattling on about nonsense to the younger man.**

 **OLDER MAN**

 **I'm tellin' ya'! If'n we don't get the borders down there shut, we're going to be up to our straps in Mexicans!**

 **YOUNGER MAN**

 **Oh come on. They ain't all that** **bad.**

 **OLDER MAN**

 **Just you wait, boy. Wait 'til** **they're taking all our jobs.**

 **YOUNGER MAN**

 **Shut up, man. You ain't even got a job.**

 **OLDER MAN**

 **Yeah, all right with that job crap.  
** **I'll tell you about a damn job...**

 **The younger man flags down the bartender, who's clearly trying to ignore them. Beyond the bartender, in a dimly lit corner of the bar, is a young woman with a white streak in her hair, tucked recklessly back under a heavy hood. This is ROGUE. She's resting her chin in her palm as she sips her coffee and spins a peanut shell on the grimy table.**

 **With the bar practically empty, her best efforts to blend into the background are unfortunately in vain. The conversation between the two men at the bar has gone stale, and they casually look around the bar. Peering over their drinks, they notice Rogue.**

 **The younger man grins, hoping she'll make eye contact. The older man scoffs and downs the rest of his coffee. The younger man is about to say something, but he's interrupted by a DEAFENING BOOM.**

 **Glasses CLINK together, something SHATTERS, dishes CLATTER. In the distance, YELLING can be heard. Rogue stops spinning the peanut shell and slowly looks up.**

 **The two men and the bartender rush to the front windows to look out. It seems like the entire town is at their windows or out in the street, all looking at a sizable MUSHROOM CLOUD fixed against the sky, and not too far away either. Not even a full two miles at best guess.**

 **Rogue walks closer to the windows, making sure to keep her distance from the others. She glances out and up at the mushroom cloud - she's clearly thinking about the blast, but what she's thinking is anyone's guess.**

* * *

 **INT. SHADOWY ROOM - DAY**

 **A well-dressed man with salt-and-pepper hair stands over a desk in a dimly lit room. Cigarette smoke wafts through the air. The man is SENATOR ROBERT KELLY. He has a call to BOLIVAR TRASK on his phone. The small black device sits atop several large glossy satellite photographs - all of the explosion near Alkali Lake.**

 **SENATOR KELLY**

 **You're looking at the same pictures** **I am, Trask.**

 **Trask's voice emanates from the phone.**

 **BOLIVAR TRASK (O.S.)**

 **What do you know so far?**

 **SENATOR KELLY**

 **All we really have is some** **satellite photography and whatever** **those yokels figured out how to get** **on the internet.**

 **TRASK**

 **Any leaks?**

 **SENATOR KELLY  
**

 **None yet. But there's reason to believe that a number of the subjects have escaped... and they removed their tracking devices.  
The hard way, at a guess.**

 **BOLIVAR TRASK (O.S.)**

 **I can't track them down for you.  
** **Wideawake is at a standstill.**

 **SENATOR KELLY**

 **Right. But I'm sure we could secure funding if the people felt there was a need for it.**

 **BOLIVAR TRASK (O.S.)**

 **There** **is** **a need for it.**

 **Kelly stands up straighter, pushing his suit jacket back and putting his hands on his hips.**

 **SENATOR KELLY**

 **You** **believe that, and** **I** **believe that. But we're not the only ones who have a say in these matters. We** **need the public opinion on our** **side. Or even better, against** **theirs.**

 **There's an awkward silence for a moment as Trask waits to reply.**

 **BOLIVAR TRASK (O.S.)**

 **What happened at the facility?**

 **SENATOR KELLY**

 **We don't know. Could've been an attack, or a malfunction, or anything else. The important thing is that nobody knows, and everybody wants answers.**

 **Another silence.**

 **SENATOR KELLY (CONT'D)**

 **This is something that could work in our favor. All we need is a scapegoat.  
What about that mutant extremist with the uh... the fraternity? The council? No, no...**

 **He shoves the photos aside and slides a stack of manila folders in front of him. He thumbs through them until he reaches a folder titled: "MAX EISENHARDT". He opens the folder and looks at the papers inside.**

 **SENATOR KELLY (CONT'D)**

 **The Brotherhood.**

 **BOLIVAR TRASK (O.S.)**

 **Max Eisenhardt?**

 **SENATOR KELLY**

 **Could he and his followers have** **done this?**

 **BOLIVAR TRASK (O.S.)**

 **Eisenhardt may be a fanatic, but he's always toed the line. Barely.**

 **SENATOR KELLY**

 **You think he might finally be going militant?**

 **BOLIVAR TRASK (O.S.)**

 **It's certainly possible. They're** **known for extreme tactics.**

 **Kelly smugly adjusts his tie and buttons his suit jacket back up.**

 **SENATOR KELLY**

 **The media loves "certainly** **possible".  
** **But we need to be on the** **same page here.**

 **BOLIVAR TRASK (O.S.)**

 **So we blame this on the mutants and come to the same conclusion independently.**

 **SENATOR KELLY**

 **Right. Keep me posted, Trask.**

 **BOLIVAR TRASK (O.S.)**

 **Of course.**

 **Kelly reaches down and ends the call. He pauses for a moment and then heads for the door. He exits into...**

* * *

 **INT. CONGRESSIONAL OFFICES - CONTINUOUS**

 **...a corridor, and then into another room filled with journalists and reporters. Flashing bulbs CRACK and WHINE, over the cacophony of SHOUTING and YELLING. Kelly raises a hand, gesturing them to be quiet. It's only half effective.**

 **He walks over to a podium, and addresses the microphone.**

 **SENATOR KELLY**

 **(on microphone)**

 **At 8:37 AM local time, on the outskirts of Alkali Lake, North Dakota, almost on top of our northern border, there was a massive explosion. Based on satellite imagery, it appears that the explosion came from a facility of some sort.**

 **He's interrupted by a reporter.**

 **REPORTER**

 **Was it an attack?**

 **SENATOR KELLY**

 **I was told there is actionable intel that The Brotherhood of Mutants may have been responsible.  
At this time, that's all I can say.**

 **REPORTER 2**

 **What was the purpose of the** **facility?**

 **SENATOR KELLY**

 **I understand that the State Department is working with our colleagues in Ottawa to figure out what we know and how we should proceed. Until then, we are placing an armed guard around the facility to keep it secure and intact for further investigation.**

 **Kelly's voice trails off as we follow one person to the sidelines of the crowd. It's a janitor. Done listening to the press statement, the Janitor retreats back into the corridor, and away from prying eyes. He produces a cell phone from his pocket and quickly dials a number.**

 **The line RINGS, and someone picks up.**

 **VOICE ON PHONE (O.S.)**

 **What do they know?**

 **The Janitor replies... in A SULTRY WOMAN'S VOICE.**

 **JANITOR**

 **They're clueless. They know as much as we do. Mutants were at the facility, but beyond that...**

 **VOICE ON PHONE (O.S.)**

 **Any leads on what caused the** **explosion?**

 **JANITOR**

 **According to the senator... it was us.**

 **VOICE ON PHONE (O.S.)**

 **He would blame The Brotherhood?  
** **Interesting.**

 **JANITOR**

 **This could speed up Project:** **Wideawake.**

 **VOICE ON PHONE (O.S.)**

 **Let us hope so. Is the trade show still on schedule?**

 **JANITOR**

 **Yes, sir.**

 **VOICE ON PHONE (O.S.)**

 **Well done, Mystique. Get out of there and come back to me.  
** **We have much to discuss.**

 **JANITOR**

 **On my way.**

 **The Janitor hangs up the phone. CLOSE UP: The janitor's reflection in the phone CHANGES. PULL BACK: The phone is now held by a sharply dressed and impossibly attractive woman. She tucks the phone away into a newly-formed pocket on her outfit as she calmly walks away.**

* * *

 **INT. THE BROTHERHOOD HQ - CONTINUOUS**

 **MAX EISENHARDT sets his earpiece aside and contemplatively folds his hands, deep in thought. A VOICE INVADES HIS THOUGHTS.**

 **VOICE (O.S.)**

 **Max... it has been too long.**

 **MAX EISENHARDT**

 **Not nearly long enough, Charles.**

 **The disembodied voice belongs to PROFESSOR XAVIER. Max closes his eyes, almost able to "see" Xavier's visage in his mind's eye.**

 **PROFESSOR XAVIER**

 **I know you, Max. I know The** **Brotherhood.**

 **MAX EISENHARDT**

 **Then you** **know** **, "old friend", that I had no hand in the business at Alkali Lake.**

 **PROFESSOR XAVIER**

 **Then I suggest we work quickly to clear your name. There's much more at stake here than either of us could-**

 **MAX EISENHARDT**

 **As we speak, the public is being told that the Brotherhood was responsible for a terror attack on American soil.**

 **Xavier is quiet for a moment...**

 **MAX EISENHARDT (CONT'D)**

 **This is what fighting for your God-given rights has accomplished, Charles.  
For wanting to be seen as equals to those people, we're judged! Labeled! And now, accused.**

 **PROFESSOR XAVIER**

 **We've both been around long enough to know better.  
Progress is real and change can happen.**

 **MAX EISENHARDT**

 **Change is not happening fast** **enough.  
Because those who would ****rather die are not dying fast** **enough.**

 **PROFESSOR XAVIER**

 **Max-**

 **MAX EISENHARDT**

 **How long, Charles? Before they try to put another set of numbers on my arm?  
On ****your** **arm? How long?**

 **PROFESSOR XAVIER**

 **Then work with me!  
Help me show ****them that we are not the villains** **they want us to be!**

 **MAX EISENHARDT**

 **No. No, I think it** **is** **time to be the villains they want us to be.  
You don't want to work with me, Charles. Haven't you heard?  
** **I'm a** **terrorist.**

 **Max sits up, opens his eyes, and reaches for something across his desk.**

 **PROFESSOR XAVIER (O.S.)**

 **Max, let me help! Ple-**

 **Xavier's voice is abruptly shut out as Max dons a crimson metal helmet.**

 **MAX EISENHARDT**

 **Not this time, old friend.**

* * *

 **INT. XAVIER INSTITUTE, LOWER LEVEL - CONTINUOUS**

 **Silence fills the sleek, high-tech room. It's dark, the better to see the screens lit up all around. Wires extend from a long crescent-shaped computer console to a shiny metal helmet. This is CEREBRO.**

 **Professor Xavier sits at the console, the helmet on his head. He stares at a screen as a light BLIPS off. Xavier sighs and slowly takes the helmet off.**

 **Xavier shifts his attention to a digital readout on another of the massive computer screens in the room. It's a satellite view of Alkali Lake, though it's nearly unintelligible - the map is so blurry that it may as well be underwater.**

 **But Xavier stares thoughtfully at ONE LIGHT. One dot of light that shines brightly and clearly amid all the chaos.**

* * *

 **EXT. XAVIER INSTITUTE - DAY**

 **A town car has pulled up in front of the main entrance. Out of the driver's seat comes PIOTR RASPUTIN/COLOSSUS (now way taller and more stacked than any teenager should be). He walks around to the rear passenger side door. Kitty Pryde is inside. She peers out her window and up at THE BUILDING in all its neoclassical glory.**

 **KITTY PRYDE**

 **(awestruck)**

 **Quite a place.**

 **Piotr smiles as he opens her door and helps her out, the perfect gentleman. She returns his smile and steps out of the car, getting a better look at the building. ORORO (now an adult) steps out of the front passenger seat.**

 **ORORO**

 **Welcome to The Xavier Institute for the Gifted.**

 **Kitty is so focused on the building and the grounds, she doesn't notice right away that Piotr (who speaks with a thick Russian accent, by the way) has already grabbed all of her luggage - still smiling.**

 **KITTY PRYDE**

 **Wow. Uh... thank you.**

 **PIOTR RASPUTIN**

 **Is my pleasure, Miss Pryde.**

 **KITTY PRYDE**

 **Will you please just call me Kitty?**

 **ORORO**

 **You are classmates now, after all.**

 **PIOTR RASPUTIN**

 **Very well. Kitty. Welcome.**

 **He eagerly and effortlessly shoulders all the baggage, gesturing for her to come into the building. She's amused, and impressed, but tries not to show it. Kitty looks up at Ororo, who's smirking. Ororo nods towards Piotr, as the two of them lead Kitty onward.**

* * *

 **INT. XAVIER INSTITUTE - CONTINUOUS**

 **The trio walk into the massive entrance hall. Students are everywhere. Sitting on the staircases, walking to and from class. Most with their faces in books or in notes.**

 **KITTY PRYDE**

 **This is all Professor Xavier's** **house?**

 **ORORO**

 **It's been with his family for ten generations. But now it's our home.**

 **PIOTR RASPUTIN**

 **Is your home too, now.**

 **Kitty is noticing that every student is a mutant. Some more obvious, others not so much. They all seem to get along well, or at least normally.**

* * *

 **INT. XAVIER INSTITUTE - CONTINUOUS**

 **They pass by a student lounge. The students are all watching TV. Kitty stops and listens. From the onscreen graphics, we can tell that this is "THE BILL STRYKER PROGRAM".**

 **BILL STRYKER**

 **(on television)**

 **Now, the Brotherhood hasn't claimed responsibility for the bombing, because why would they?  
But you've seen the protests, the property ****damage.  
You've heard this "Max Eisenhardt" and his followers with their anti-human rhetoric, all their threats about killing people.  
Stuff I can't even repeat on the air.**

 **As Stryker talks, we see IMAGES of mutants versus cops, both sides getting beaten, pepper-sprayed, shot, tased, etc. As much as possible, these images should look very much like pictures and cell phone footage in current headlines. The students watching are getting clearly uncomfortable.**

 **BILL STRYKER (CONT'D)**

 **This is part of a pattern. It's been going on for ages, and now the threat is growing.  
These mutants and their followers are becoming violent, fueled by this slimy, vulgar movement.  
And, it won't stop until the Brotherhood and all those like them are brought into the light and made to face justice!**

 **A few of the students finally get up and leave the lounge, looking visibly shaken. Ororo turns to Kitty.**

 **ORORO**

 **Come, child. Do not believe everything you see on television.**

 **COLOSSUS**

 **This is safe place. No monsters here. We check under all the beds.**

 **Kitty looks up at him and smiles at the joke. Ororo puts a hand on Kitty's shoulder, leading her away.**

 **ORORO**

 **Piotr will take your bags to your room now.  
We'll get there at the end of the tour.**

 **Kitty nods. Ororo gestures to Piotr, who reluctantly nods and shuffles off, luggage in tow. He looks back over his shoulder at Kitty, who does the same. They smile at each other.**

* * *

 **INT. XAVIER INSTITUTE, LIBRARY - CONTINUOUS**

 **KITTY PRYDE**

 **Even the teachers are mutants?**

 **ORORO**

 **Indeed. I myself am the dean of** **students, and I teach Humanities** **from time to time.**

 **KITTY PRYDE**

 **Okay.**

 **ORORO**

 **Speaking of which...**

 **Kitty follows Ororo's gaze. Her jaw drops when she sees a GIANT BLUE ANIMAL WITH GLASSES climbing and leaping through the shelves of the massive library. His feet are prehensile, so he can navigate the library and sort books quite easily. This is HANK MCCOY/BEAST.**

 **KITTY PRYDE**

 **You mean, that's...?**

 **ORORO**

 **Dr. Hank McCoy. He teaches** **chemistry.**

 **Finished with his task, Beast LEAPS to the front desk with impeccable grace. He notices our crew and takes a deep bow.**

 **DR. HANK MCCOY**

 **A very beneficent morning to you** **ladies!**

 **ORORO**

 **Hello, Doctor. May I introduce-**

 **PROFESSOR XAVIER (O.S.)**

 **Miss Kitty Pride.**

 **Everyone turns around to see Xavier wheel in.**

 **PROFESSOR XAVIER (CONT'D)**

 **Our newest student. I believe she just arrived.**

 **KITTY PRYDE**

 **(Nervous)**

 **Professor! I-I'm...**

 **Xavier chuckles warmly and gestures for her to be at ease.**

 **PROFESSOR XAVIER**

 **It's a pleasure to meet you too,** **Miss Pryde.  
I trust you're making ****yourself at home?**

 **KITTY PRYDE**

 **Yes! I mean, it's great so far!**

 **Xavier smiles again.**

 **PROFESSOR XAVIER**

 **So far, indeed!**

 **He turns to Beast.**

 **PROFESSOR XAVIER (CONT'D)**

 **Dr. McCoy, I need a word. Could you wait for me in my office, please?**

 **DR. HANK MCCOY**

 **I'll be there straight away.  
Miss Pryde, I look forward to knowing you better.**

 **KITTY PRYDE**

 **The pleasure's all mine!**

 **As Hank bounds away, Xavier turns to Kitty.**

 **PROFESSOR XAVIER**

 **I'm on my way to the training** **grounds. Perhaps you and Miss** **Munroe would like to join me?**

 **KITTY PRYDE**

 **..."Training grounds?"**

* * *

 **INT. XAVIER INSTITUTE - CONTINUOUS**

 **The three of them walk together.**

 **KITTY PRYDE**

 **So, Professor?**

 **PROFESSOR XAVIER**

 **Miss Pryde?**

 **KITTY PRYDE**

 **What exactly is all of this for? I mean, you have graduates, right? Where do they go?**

 **PROFESSOR XAVIER**

 **It's entirely their choice.  
Many ****rejoin the world as productive** **members of society.**

 **ORORO**

 **Others stay here, and pass on their teachings.**

 **They pass by the gymnasium. There's a student on a treadmill running FASTER THAN THE EYE CAN SEE. Another student is benching IMPOSSIBLY HUGE WEIGHTS. There's one student lifting weights WITHOUT EVEN TOUCHING THEM.**

 **KITTY PRYDE**

 **This is the training room?**

 **PROFESSOR XAVIER**

 **No, no. The training grounds are** **outside.**

 **Off Kitty's WIDE-EYED SHOCK...**

* * *

 **EXT. XAVIER INSTITUTE, TRAINING GROUNDS - CONTINUOUS**

 **There are empty chalk rectangles where mutants can practice their powers, and there are more conventional spaces, like a basketball court and a tennis court. Warren and Bobby are playing on the basketball court.**

 **We also see SCOTT SUMMERS/CYCLOPS (now in his late teens) and Jean Grey training with each other in one of the rectangles. Stacks of ordinary clay pigeons surround Jean on the ground. She raises a hand to them, and a few of them LAUNCH INTO THE AIR, zipping around with the speed of miniature fighter jets.**

 **She smirks at Scott, who grins in return. He cracks his knuckles and raises a hand to his visor, a RED BEAM OF ENERGY SHOOTS OUT, obliterating the first disc. He ducks, rolls backwards, and fires two more blasts, obliterating them as well. He smiles at Jean.**

 **Jean is holding a finger up, with a disc spinning on it. As Scott looks closer, he sees that the disc isn't touching her finger at all. She's levitating it merely an inch above her fingertip. Still smirking, she playfully gestures to the disc with her eyes. Scott hesitates.**

 **Jean brings the disc even closer to her body, until it's spinning in front of her chest. Scott puts his hands on his hips and shakes his head. The two stand like that for a moment before Jean suddenly sends the disc FLYING TOWARDS SCOTT so fast you can barely see it.**

 **SCOTT SUMMERS**

 **Whoa!**

 **He's startled but his reflexes are on point, he immediately steps backwards and fires a blast at the disc, disintegrating it instantly. What Scott hadn't noticed...**

 **was A SECOND DISC. It strikes him across the chin. Jean stifles a laugh. Scott rubs his jaw and nods takes it in stride.**

 **The two eagerly prepare for another round as Xavier and Kitty observe from a distance.**

 **KITTY PRYDE**

 **Who're they...?**

 **PROFESSOR XAVIER**

 **That is Scott Summers and Jean** **Grey.  
They are our foremost ****student councilors.**

 **Kitty watches them train, a bit awestruck and impressed.**

 **PROFESSOR XAVIER (CONT'D)**

 **They were two of my very first students...**

 **BEGIN FLASHBACK.**

* * *

 **INT. XAVIER INSTITUTE, OFFICE - DAY**

 **A young Scott Summers is alone, sitting in a corner of a rather large office. He's crying, his hands clasped to the shades on his face. Tears stream down his cheeks. He's incredibly distraught.**

 **The door to the office is open just a crack. On the other side of it is Professor Xavier, watching Scott. A look of empathy on his face. Standing next to Xavier is a young Jean Grey. On an approving nod from Xavier, she slowly enters the room and sits on the floor, directly in front of Scott.**

 **She puts a gentle hand on his shoulder, he shrugs it off. Gesturing for her to go away. She bites her lip in contemplation and looks back towards the door. Xavier is gone. Jean carefully reaches out to Scott, removing his hands from his face.**

 **He doesn't fight her. Then, HIS GLASSES FLOAT OFF OF HIS FACE. The red glow from his eyes is restrained. It visibly retreats, obviously Jean's doing. She plucks his glasses out of the air, and their eyes meet. She smiles warmly at him.**

 **YOUNG JEAN GREY**

 **Hi Scott. I'm Jean!**

 **YOUNG SCOTT SUMMERS**

 **H-hi...**

 **He stops crying, awestruck.**

 **Outside the door, in the hallway, just out of view is Professor Xavier- passively listening in on the two youngsters- a soft smile on his face.**

 **PROFESSOR XAVIER (V.O.)**

 **Their friendship and academic excellence became the promising example of what all mutants could achieve here.**

 **END FLASHBACK.**

* * *

 **EXT. XAVIER INSTITUTE, TRAINING GROUNDS - CONTINUOUS**

 **Scott notices Xavier and Kitty. He gestures for Jean to look. Xavier waves them over.**

 **PROFESSOR XAVIER**

 **Ororo and I have been giving Miss** **Kitty Pryde the tour of the campus.**

 **KITTY PRYDE**

 **Scott Summers and Jean Grey, right?**

 **SCOTT SUMMERS**

 **Guilty as charged.**

 **Kitty shakes hands with Scott, then Jean.**

 **JEAN GREY**

 **Welcome to the X-Mansion, Miss** **Pryde.**

 **KITTY PRYDE**

 **Call me Kitty, please.**

 **SCOTT SUMMERS**

 **We'll be more than happy to help** **you with anything.**

 **KITTY PRYDE**

 **Thanks. Neat shades, by the way.**

 **Scott** **chuckles.**

 **SCOTT SUMMERS**

 **Yeah, thanks. Made of ruby quartz. Gives me more control over the, uh...**

 **Kitty mimes laser beam eyes, with "pew pew" sound effects.**

 **SCOTT SUMMERS** **(CONT'D)**

 **Yeah, that.**

 **He smiles.**

 **Kitty points back to the basketball court. Warren and Bobby are still playing hard.**

 **KITTY PRYDE**

 **So who're they?**

 **JEAN GREY**

 **That's Warren Worthington the** **Third, and Bobby Drake.**

 **SCOTT SUMMERS**

 **Angel and Iceman.**

 **Kitty notices the FOLDED WINGS poking out from under Warren's jersey.**

 **KITTY PRYDE**

 **I'm guessing Angel is the one with wings, right?**

 **JEAN GREY**

 **That's right.**

 **KITTY PRYDE**

 **Good. Okay. I'm getting the hang of this.**

 **At the basketball court, Bobby goes to shoot a three-pointer. But while the ball is in midair, a CLOUD OF SMOKE comes out of nowhere and engulfs the ball. From the cloud of smoke emerges a skinny boy with blue skin, pointy ears, and a tail. This is KURT WAGNER/NIGHTCRAWLER, who dunks the ball.**

 **BOBBY DRAKE**

 **Dammit, Kurt! Don't do that!**

 **Before Kurt can reply, he's cut off by a short SCREAM. Everyone turns to Kitty, who has a hand on her mouth. Looking around, she's figured out that she's the only one surprised by Nightcrawler's appearance.**

 **KITTY PRYDE**

 **Oh, uh... I'm sorry. I didn't...**

 **KURT WAGNER**

 **It's okay, Fraulein. I only meant to scare them, not you.**

 **KITTY PRYDE**

 **But you're...?**

 **Kitty looks around, unsure of whom to ask.**

 **KITTY PRYDE (CONT'D)**

 **...is he...?**

 **ORORO**

 **Unique, Miss Pryde. He's unique.**

 **Kurt's PREHENSILE TAIL picks up the ball and hands it to Kitty.**

 **KURT WAGNER**

 **And so are you. Here, we all are.  
So now I'm curious - what's unique about you?**

 **To answer, Kitty gingerly takes the ball from Kurt's tail. Then she phases her hand RIGHT THROUGH IT.  
Scott, Jean, and Kurt all react.**

 **KURT WAGNER**

 **(under his breath)**

 **Mein gott...**

 **Ororo gently puts a hand on Kitty's shoulder.**

 **ORORO**

 **We should get you settled in.**

 **Ororo turns to Kurt.**

 **ORORO (CONT'D)**

 **And you should get back to study** **hall.**

 **KURT WAGNER**

 **Yes, Miss Munroe.**

 **KITTY PRYDE**

 **(to Kurt)**

 **Nice to meet you.**

 **KURT WAGNER**

 **See you later.**

 **With a BAMF! and a puff of smoke, Kurt is gone. Kitty hands the ball to Scott as she goes back inside with Ororo.**

 **WARREN WORTHINGTON III**

 **Hey, Scott! You still owe us a** **game!**

 **Scott and Xavier trade a look. Scott gets the message and passes the ball to Warren.**

 **SCOTT SUMMERS**

 **Sorry, guys. I think the Professor wants us.**

 **WARREN WORTHINGTON III**

 **He can join in!**

 **BOBBY DRAKE**

 **Angel, what's wrong with you?!**

 **WARREN WORTHINGTON III**

 **What? It's just a little two-on-two.  
** **You against the Professor, that's a fair match-up.**

 **Jean Grey rolls her eyes. Scott is unfazed.**

 **BOBBY DRAKE**

 **You need to shut your mouth.**

 **PROFESSOR XAVIER**

 **You're both due for "practice" at** **nineteen-hundred hours.  
Warren, ****don't be late this time.**

 **Suddenly, THE BALL FLIES STRAIGHT UP OUT OF WARREN'S HANDS.**

 **WARREN WORTHINGTON III**

 **(Shock)**

 **Wh...!**

 **Xavier smirks to himself as he turns and wheels away. Bobby SNICKERS. Behind them, a short moment later, the ball falls RIGHT INTO THE HOOP with a SWISH. Scott looks back at them, smiling and raising his palms as he goes inside with Jean and the Professor.**

 **BOBBY DRAKE**

 **Wanna keep going, embarrass** **yourself some more?**

 **WARREN WORTHINGTON III**

 **Shut up, Bobby!**

* * *

 **INT. XAVIER INSTITUTE, XAVIER'S OFFICE - CONTINUOUS**

 **Scott, Jean, and Xavier enter. Hank is already waiting, perched on a chair. It's silence among the four of them as Xavier rolls over to a printout on the desk: one with the satellite image of Alkali Lake on it.**

 **PROFESSOR XAVIER**

 **I'm sure by now you've all seen the news.  
A facility of some kind in North Dakota was apparently bombed.**

 **SCOTT SUMMERS**

 **Yeah, they say The Brotherhood was responsible.**

 **JEAN GREY**

 **But... that's not so. Is it,** **Professor?**

 **PROFESSOR XAVIER**

 **Correct, Miss Grey.**

 **He taps the side of his head and glances at her as if to remind her of something. She looks ever so slightly embarrassed. Scott and Hank don't even pick up on the exchange. Xavier wheels closer to the screen, now facing it.**

 **PROFESSOR XAVIER (CONT'D)**

 **The Brotherhood is only being framed for what happened, but that doesn't mean mutants weren't involved.**

 **SCOTT SUMMERS**

 **What does Cerebro say?**

 **Xavier gestures to the printout.**

 **PROFESSOR XAVIER**

 **That's the strange part. There's** **some kind of interference in the** **area.**

 **DR. HANK MCCOY**

 **Radiation from the blast?**

 **PROFESSOR XAVIER**

 **Possible, but there's no sign of** **radiation sickness in the area yet.**

 **Jean points to the ONE LIGHT on the map.**

 **JEAN GREY**

 **Who's this?**

 **PROFESSOR XAVIER**

 **A young woman in the town. A very powerful mutant who's trying to hide from... well, just about everyone.**

 **SCOTT SUMMERS**

 **Is there anything else we know?**

 **PROFESSOR XAVIER**

 **Not without letting her know that I was in her head.**

 **JEAN GREY**

 **Or causing mental damage.**

 **PROFESSOR XAVIER**

 **No risk of that, I assure you.**

 **DR. HANK MCCOY**

 **She might have something to do with this.**

 **JEAN GREY**

 **So she might be in danger.**

 **SCOTT SUMMERS**

 **And if we're looking for answers, so are the Brotherhood. And who knows who else?**

 **PROFESSOR XAVIER**

 **Precisely. Which is why I'm sending** **you three to Alkali Lake.  
Find the ****girl and offer her sanctuary here.**

 **SCOTT SUMMERS**

 **What makes you think she won't want to hide from us?**

 **PROFESSOR XAVIER**

 **She probably will want to hide,** **especially from us.  
We all wanted ****to hide at one point, Scott.**

 **SCOTT SUMMERS**

 **Of course.**

 **Scott and Jean nod. Hank climbs off his chair.**

 **DR. HANK MCCOY**

 **We should be on our way.**

 **PROFESSOR XAVIER**

 **Indeed. But remember, we don't know** **what's causing this interference** **just yet.  
Something else may be out ****there, so be careful.**

 **They nod.**

 **PROFESSOR XAVIER (CONT'D)**

 **Scott? A word before you leave.**

 **Xavier gestures for Scott to come closer. Scott waves Hank and Jean on.**

 **SCOTT SUMMERS**

 **I'll meet you two in the garage.**

 **They nod and exit the room. Scott walks over to Xavier.  
** **Xavier gestures for Scott to take a seat. He does.**

 **PROFESSOR XAVIER**

 **Scott... I am putting you in charge** **of this mission.**

 **SCOTT SUMMERS**

 **But Professor, Hank is older and** **more-**

 **PROFESSOR XAVIER**

 **Hank is many things. Loyal, strong, and exceptionally smart. But he's not a leader.**

 **SCOTT SUMMERS**

 **What makes you think I am?**

 **Xavier looks at Scott intently, contemplating his reply.**

 **PROFESSOR XAVIER**

 **You take after your father, Scott.**

 **That touched a nerve, but Scott tries not to show it. Xavier furrows his brow, and closes his eyes for a moment, as if he too feels Scott's pain.**

 **SCOTT SUMMERS**

 **No, Alex...** **He** **was the leader.**

 **PROFESSOR XAVIER**

 **Alex made his choice when he** **graduated.  
It's not his fight.**

 **Professor X puts a hand on Scott's shoulder.**

 **PROFESSOR XAVIER (CONT'D)**

 **I know what this means to you, Scott. I know how hard you've worked.  
I've seen how far you've come. Trust me, Scott. You're ready.  
Not a one in this school would deny it.**

 **Scott's expression softens, and after a moment he nods in understanding.**

 **PROFESSOR XAVIER (CONT'D)**

 **We may be on the brink of events that could affect the future of all mutantkind.  
The mutants here? Our team? They are going to need a leader, Scott.  
Out on the front lines, they'll need you.**

 **SCOTT SUMMERS**

 **I'll do what I can.**

 **PROFESSOR XAVIER**

 **That would be enough. Now go find this girl.  
Help her. We might just be the only ones who can.**

 **Scott nods. He gets up and walks towards the door, and stops as it swings open. He looks back at Xavier, who gives him a look of confidence and pride.**

 **PROFESSOR XAVIER (CONT'D)**

 **(patting his temple)**

 **We'll be in touch.**

 **Scott returns a half-smile before exiting into the corridor.**

* * *

 **EXT. ALKALI LAKE, LOCAL BAR - NIGHT**

 **A familiar couple of patrons exit the bar.**

 **OLDER MAN**

 **You were there, y'damn fool! You** **saw it!**

 **YOUNGER MAN**

 **We still don't know what caused it.**

 **OLDER MAN**

 **The size of that explosion? Must've been muties.  
Nuthin' else. War between muties and the government, and us in the middle!**

 **The older man clutches his gun close.**

 **OLDER MAN (CONT'D.)**

 **It's the muties that started this, boy. It's them or us.  
So we gotta put 'em down, and soon.**

 **The younger man says nothing, but subconsciously reaches for his rifle. They pass by Rogue, who tries to pretend she didn't hear the conversation.**

 **She's standing outside the bar, snacking from a small bag of peanuts. Nobody is paying any mind to her. After a moment, she sees a man in bloodied military fatigues walking on the sidewalk across the street. His walk is brisk, and he looks slightly panicked.**

 **He stops near an alleyway between two small buildings, and looks around. Rogue waves him down. He notices her waving. Slowly, skeptically, he crosses the street and stands next to her.**

 **ROGUE**

 **Hey there, sugar. Looks like you're in a tough spot.**

 **SOLDIER**

 **You could say that.**

 **ROGUE**

 **Well, I never stumbled out of nowhere covered in blood, but if anyone knows what tough spots are like, it's me.**

 **SOLDIER**

 **(Impatient)**

 **And?**

 **She stands closer to him.**

 **ROGUE**

 **And... I've got a room above the bar.  
We could go there, you could lay low. That kind of thing.**

 **She smiles. The soldier nods, clearly uninterested in her advances, but interested in getting off the street.**

 **SOLDIER**

 **Why should I trust you?**

 **ROGUE**

 **What, you're scared of little old me?**

 **SOLDIER**

 **Who are you?**

 **ROGUE**

 **I'm nobody, darlin'. Just passing through town, lookin' for a good time.**

 **Rogue opens her coat and puts up her hands.**

 **ROGUE (CONT'D)**

 **You think I'm dangerous, go on and search me.**

 **She smiles again. He looks her up and down. Finally...**

 **SOLDIER**

 **You got a phone I can use?**

 **ROGUE**

 **It's right upstairs, sugar. You're welcome to it.**

* * *

 **INT. LOCAL BAR - CONTINUOUS**

 **The two walk towards the back of the bar where there's a small staircase tucked away behind everything. They start to ascend when she looks back, making sure they're well out of earshot. She then slides her hand onto his bare forearm in a sly and practiced motion, and suddenly, there's a JOLT.**

 **Rogue's eyes go wide. She sees everything in slow-motion. So far, this is business as usual for her.** **Then the memories** **come** **.  
** **In RAPID FLASHES, a series of images and sounds flash across her mind's eye.**

 **KLAXXON BLARING, STROBE LIGHTS FLASHING, TEETH, GUNFIRE, SCREAMING, METAL CLAWS, BLOOD... MORE BLOOD. EVERYTHING IS AWASH IN BLOOD. Then... BOOM. Rogue is SOARING THROUGH THE AIR, catapulted by the explosion. She crashes through trees, and just when she hits the ground...**

 **She yanks her hand away. Rogue is covered in sweat, trying to catch her breath. She looks over to the soldier - by now, he more closely resembles a MUMMIFIED HUSK. She looks around, panicked.**

* * *

 **EXT. LOCAL BAR - CONTINUOUS**

 **The back door flies open. She props it open with a brick long enough to drag the unconscious soldier outside. She barely remembers to POCKET HIS WALLET and other valuables before quick-walking away with her hood up and her head down.**

 **EXT. ALKALI LAKE FOREST - NIGHT**

 **Camped out are a group of "Wolverine Hunters", all of whom are struggling to set up a camera through an intoxicated haze. Dale is the one in front of the camera.**

 **DALE**

 **Are we ready yet?**

 **ROY**

 **Just a damn minute!**

 **A second later, the camera starts ROLLING.**

 **ROY**

 **Okay, now we're rolling.**

 **DALE**

 **And you can see me?**

 **ROY**

 **Tim, get the lights!**

 **Tim gets the lights on Dale. Roy looks through the viewfinder, gives the "thumbs up." Dale holds a piece of paper that serves as his title card: "Wolverine Hunters". He addresses the camera.**

 **(CONTINUED)**

 **CONTINUED:** **31.**

 **DALE**

 **Folks, we've made a huge discovery. Conclusive proof that the Wolverine is real, and he's here in Alkali Lake.**

 **The crew clumsily moves toward a tree.**

 **DALE (CONT'D)**

 **Look at this. I swear, we did not manufacture this in any way.**

 **He points to a spot on the tree and counts...**

 **DALE (CONT'D)**

 **One, two, three claw marks.** **Three** **claw marks.**

 **As Dale speaks, he holds up CRIME SCENE PHOTOS with identical claw marks.**

 **DALE (CONT'D)**

 **Perfectly identical to the marks**

 **left behind in the 1972 killing of**

 **drug lord Frederick Pemberton, and**

 **the 1974 killing of Felicia Beyer.**

 **There are others, find them in the**

 **link below. This is** **proof** **that-**

 **CLICK.**

 **DALE (CONT'D)**

 **Oh, come on!**

 **ROY**

 **Sorry, just a minute!**

 **Roy replaces the old VHS tape in the camcorder.**

 **ROY (CONT'D)**

 **Okay, go.**

 **DALE**

 **This is** **proof** **\- real definitive proof! - that the Wolverine of Alkali Lake and the Sabretooth Killer are** **one and the same!** **The government can't deny this any more: Their own covert mutant assassin is right here! But there's more.**

 **Dale futzes around with papers some more, and comes up with more CRIME SCENE PHOTOS.**

 **(CONTINUED)**

 **CONTINUED:** **32.**

 **DALE (CONT'D)**

 **You may remember from our last video that the Sabretooth Killer also allegedly took out Yoshi Nagai and Jack Wiley, two more drug kingpins back in the eighties. But look here: One, two, three, four,** **five** **claw marks. So this means-**

 **Dale stops mid-sentence as he notices his friends staring at something. Tim looks terrified, like a child who's just seen a monster in his closet. Roy is wide-eyed. Dale slowly turns around to see a man clad in nothing but dirt and blood...**

 **lots of blood. All three of them are staring at the THREE GIANT METAL CLAWS protruding from his knuckles. The man is LOGAN/WOLVERINE.**

 **Logan looks disoriented, exhausted, and feral. Roy is ever so slowly reaching for his shotgun. Logan doesn't notice it.**

 **LOGAN**

 **Where... where is this?**

 **He waits for a response, looking at the three men.**

 **DALE**

 **(Under his breath)**

 **It's him. It's the Wolverine...**

 **LOGAN**

 **Who are you?**

 **He doesn't seem to notice that haven't even answered his first question.**

 **LOGAN (CONT'D)**

 **What are you... what... what year is it?**

 **Roy has the shotgun fully in his hands by now. He jerks it up, aiming it Logan. Logan is unfazed by the action. Suddenly, a LOW GUTTURAL GROWL emanates from another direction. It gets LOUDER. The three hunters look for the source... and they find it.**

 **In a blur of motion, something large and vicious leaps out of the woods at them. The camera PULLS BACK before we can see anything. But we can still hear blood sprays, fabric tears, and HORRIBLE SCREAMS as the camp site and the men are being eviscerated.**

 **Not too far from the campsite, a FLEET OF BLACK SUVS are speeding down the country road.**

 **33.**

 **EXT. WEAPON X FACILITY - CONTINUOUS**

 **The SUVs pull up to the Weapon X facility. It appears to be a sprawling underground bunker BLOWN OPEN by the huge blast. The whole site is BUSTLING WITH ACTIVITY. Men in white protective suits use scanning equipment over the grounds and wreckage. Agents with guns stand guard. Officials argue amongst each other.**

 **Bobbing and weaving through the chaotic scene is an ENERGY GHOST of some kind. It moves around unhindered and unnoticed. This is the astral form of SARAH RYALL/SCANNER. After zipping through the facility at the speed of thought, the astral form FADES.**

 **At the same time, somewhere, SCANNER opens her eyes. She adjusts her headset.**

 **SCANNER**

 **You should be good, but don't leave any doppelgangers. Security is tight.**

 **EXT. WEAPON X FACILITY - CONTINUOUS**

 **A guard walks past a shadowy corner obscured by a stack of equipment crates. In blur of lightning-fast motion, a blue-skinned arm darts out and GRABS HIM BY THE THROAT. He's YANKED INTO THE SHADOWS. Mere seconds later, the same guard casually walks out from behind the crates, and adjusts his headset.**

 **His eyes catch the light and SHINE YELLOW, like an animal's eyes. When he speaks, we recognize that SULTRY WOMAN'S VOICE.**

 **GUARD**

 **Understood.**

 **INT. WEAPON X FACILITY - CONTINUOUS**

 **The guard walks through the facility with ease. Nobody looks at him twice.**

 **SCANNER (O.S.)**

 **The control room is on the lower level, so it was pretty much safe from the blast. Two more rights and a left. Careful though, it's wall-to-wall guards in there.**

 **(CONTINUED)**

 **CONTINUED:** **34.**

 **GUARD**

 **(sarcastic)**

 **Your concern is touching, Scanner.**

 **SCANNER (O.S.)**

 **Hurry up.**

 **The guard makes his way through the mess of corridors and staircases until he reaches the control room. He flashes his ID to a security console, then casually walks through the door as it opens. There are five guards in the room.**

 **GUARD**

 **(counting them under his**

 **breath)**

 **One, two, three, four, five.**

 **GUARD 1**

 **You're away from your post. What**

 **are you doing here?**

 **The guard smiles at them and RAVEN/MYSTIQUE MORPHS into her true form right before their eyes. Before they have a chance to react, she's already engaged them in a fight - albeit a very one-sided fight. Her grappling skills are so quick and so deadly that nobody even gets the chance to call for help. All five guards are on the ground in mere seconds.**

 **She doesn't bother morphing back as she accesses the computers. She's flipping through data spreads, still shots from security cameras, and a host of classified documents.**

 **MYSTIQUE**

 **Scanner, patch me through to Max.**

 **SCANNER (O.S.)**

 **Done.**

 **MYSTIQUE**

 **Max...**

 **MAX EISENHARDT (O.S.)**

 **What have you found, Raven?**

 **INT. THE BROTHERHOOD HQ - CONTINUOUS**

 **Max listens as Mystique relays information to him. A slight smirk creeps across his face.**

 **MAX EISENHARDT**

 **Well done.**

 **(CONTINUED)**

 **CONTINUED:** **35.**

 **He pulls his earpiece out and sets it on the desk. He slowly turns to face three mutants, all standing just out of the light's touch, all shrouded in shadow.**

 **MAX EISENHARDT**

 **Go to Alkali Lake. Meet with Scanner and Mystique. Obey her as you would me.**

 **They all nod in militant confirmation and exit the room just as fast. Max stands there in the room, alone.**

 **INT. CAR, TRAVELING - EVENING**

 **Hank is driving the Jeep, with Jean in the passenger seat and Scott sitting in the middle of the backseat. Instead of his visor, Scott is now wearing bright red wraparound sunglasses. Jean has her hand sticking out the window, riding the waves of wind as the Jeep speeds down the road.**

 **DR. HANK MCCOY**

 **It's been far too long since I've been on a road trip. Good Lord, I've missed the open road!**

 **SCOTT SUMMERS**

 **I never figured you for the open**

 **road type, Doc.**

 **DR. HANK MCCOY**

 **Oh, I am! Back in the day - as they say - The Professor, Ororo, and I used to road-trip everywhere, recruiting students and faculty for the institute.**

 **Jean smiles to herself at the thought.**

 **JEAN GREY**

 **What was that like?**

 **DR. HANK MCCOY**

 **It was like... being a rock star.**

 **Scott chuckles.**

 **SCOTT SUMMERS**

 **A rock star?** **C'mon, Doc.**

 **(CONTINUED)**

 **CONTINUED:** **36.**

 **DR. HANK MCCOY**

 **I kid you not, Mister Summers! We were touring. State to state, town to town. With rehearsed speeches about the future and safe havens where people could live and learn without fear of persecution.**

 **Hank smiles to himself, remembering the old days fondly as the wind ripples through his blue fur.**

 **DR. HANK MCCOY (CONT'D) It was like spreading a gospel. If we got through to people - and we usually did - we felt like we saved a life. Making the world a little safer for mutants, one stop at a time.**

 **JEAN GREY**

 **That sounds wonderful.**

 **DR. HANK MCCOY**

 **It was! But, of course...**

 **eventually...**

 **Hank looks down at his hand, stretching his fingers out.**

 **DR. HANK MCCOY (CONT'D) I had to stop going on recruiting missions. In the public eye, a friendly beast is still... only a beast.**

 **Jean and Scott trade a brief glance. Jean puts her hand on his. Feeling the fur. She smiles.**

 **SCOTT SUMMERS**

 **Their loss, Doc. I'm glad you're**

 **with us.**

 **JEAN GREY**

 **Me too.**

 **Hank smiles.**

 **DR. HANK MCCOY**

 **Oop!**

 **Hank leans forward, peering out the window.**

 **(CONTINUED)**

 **CONTINUED:** **37.**

 **DR. HANK MCCOY (CONT'D)**

 **I think we've arrived!**

 **EXT. ALKALI LAKE, NORTH DAKOTA - CONTINUOUS**

 **The Jeep speeds by the town's 'Welcome to' sign.**

 **SCOTT SUMMERS (V.O.) We're not going to save the world before dinner. Let's find a place to hole up for the night.**

 **EXT. ALKALI INN - CONTINUOUS**

 **Hank parks the Jeep in front of the hotel.**

 **SCOTT SUMMERS**

 **I'll head inside and get us some**

 **rooms.**

 **Scott opens the door to get out, Jean does the same.**

 **JEAN GREY**

 **I'm coming with.**

 **The two young mutants shut the doors behind them and head towards the hotel.**

 **DR. HANK MCCOY**

 **And, I'll... get the bags.**

 **Hank steps out of the car to get the bags.**

 **INT. ALKALI INN - CONTINUOUS**

 **Scott and Jean approach the front desk. Jean hangs on Scott's arm. An older burly man stares at them as they walk in. They approach the HOTEL CLERK, who's trying to glue his archaic wire-frame glasses back together. Scott gestures to the glasses.**

 **SCOTT SUMMERS**

 **I know a good optician.**

 **The hotel clerk puts his glasses on.**

 **HOTEL CLERK**

 **Yeah, I can tell. How can I help**

 **you?**

 **(CONTINUED)**

 **CONTINUED:** **38.**

 **SCOTT SUMMERS**

 **My girlfriend and I are are going back home for a family reunion. We just need a couple rooms for the night.**

 **The clerk, unconvinced, slowly nods putting on a half smile.**

 **HOTEL CLERK**

 **Ahh. Two rooms though, eh? Good for you guys. Abstinence is key and all that. Just sign right here.**

 **Scott forces another chuckle and starts to reply as he signs the paperwork, but they're all interrupted by a LOUD BUZZING. The hotel clerk winces, and rubs the bridge of his nose. Scott and Jean look across the lobby to see where the noise is coming from. They lean a bit, and notice an old man in a bathrobe fiddling with the ice machine.**

 **HOTEL CLERK**

 **(shouting)**

 **You done?!**

 **OLD MAN (O.S.)**

 **Bah!**

 **The hotel clerk shakes his head and returns his focus to his two young customers. Still a bit distracted, Jean Grey replies.**

 **JEAN GREY**

 **A-actually... my Uncle Bob is out**

 **in the car, he'll be inside in just**

 **a minute.**

 **The hotel clerk nods and shrugs a "whatever". He turns around to get them keys. The malfunctioning ice machine sounds off again with its LOUD BUZZING.**

 **HOTEL CLERK**

 **For crap's sake, old man! Get outta there!**

 **Scott and Jean look on awkwardly. The clerk looks back at them.**

 **HOTEL CLERK (CONT'D)**

 **Sorry about that. This guy, he's**

 **just...**

 **The clerk rolls his eyes. Scott raises an eyebrow. Again, LOUD BUZZING.**

 **(CONTINUED)**

 **CONTINUED:** **39.**

 **HOTEL CLERK (CONT'D)**

 **I swear on my mother's grave, you old codger-!**

 **The old man storms into the lobby, slamming his hands down on the front desk. He might look familiar.**

 **STAN LEE**

 **Well if the damn thing worked**

 **right, you wouldn't have to hear**

 **it!**

 **HOTEL CLERK**

 **Yeah, yeah! You don't even pay for your room!**

 **Stan waves him off dismissively, shuffling back into the hallway.**

 **STAN LEE**

 **(Under his breath)**

 **Maybe I'd start paying if the ice machine was working...**

 **The clerk makes a face at the old man, and then looks back at Scott and Jean, feeling slightly embarrassed at this juvenile exchange. He hands them their keys and nods towards the hallway.**

 **HOTEL CLERK**

 **Enjoy your stay.**

 **Scott nods "thanks", Jean smiles at him as they head towards the hall.**

 **HOTEL CLERK (CONT'D)**

 **Oh and uh...**

 **They stop and look at him. He flashes a shit-eating grin at them.**

 **HOTEL CLERK (CONT'D)**

 **The ice machine doesn't work right.**

 **Scott flashes a derisive smile and nods again in sarcastic "thanks". At the same time, Hank walks inside, having to duck down to fit in the doorway. The clerk takes a step back, shocked. Hank puts on a wide grin.**

 **DR. HANK MCCOY**

 **Hi.**

 **(CONTINUED)**

 **CONTINUED:** **40.**

 **HOTEL CLERK**

 **Wh... y...**

 **The burly guy stands up. He reaches for a holstered pistol.**

 **SCOTT SUMMERS**

 **(sotto)**

 **Jean.**

 **Jean's already on it. She closes her eyes with intense focus, and the hotel clerk seems to calm down. The burly guy takes his seat.**

 **DR. HANK MCCOY**

 **I'm with those two.**

 **HOTEL CLERK**

 **...U-uncle Bob?**

 **DR. HANK MCCOY**

 **Yessir. That's me.**

 **The clerk gestures to the hallway. Hank slowly walks by, and nods politely, joining Scott and Jean. The clerk swallows hard, and waves at them nervously.**

 **INT. HOTEL ROOM - CONTINUOUS**

 **The three of them walk in. Scott and Jean sit on the bed.**

 **Hank pauses for a moment and smirks at them.**

 **DR. HANK MCCOY**

 **"Uncle Bob"?**

 **Scott chuckles.**

 **JEAN GREY**

 **Don't be like that! You're our**

 **favorite, Uncle Bob!**

 **Hank laughs and grabs a seat, perching on the chair he won't fit in. He exhales and they all embrace the moment of silence.**

 **SCOTT SUMMERS**

 **What do you think is waiting for us tomorrow?**

 **DR. HANK MCCOY**

 **Hopefully, we'll have a new ally.**

 **(CONTINUED)**

 **CONTINUED:** **41.**

 **JEAN GREY**

 **I'm more concerned about the**

 **interference around here.**

 **SCOTT SUMMERS**

 **Any idea what might have caused it?**

 **JEAN GREY**

 **Cerebro only augments the**

 **Professor's own abilities. So**

 **whatever went wrong, it could be**

 **with the machine, or-**

 **SCOTT SUMMERS**

 **Don't go there.**

 **JEAN GREY**

 **We always knew there could be a telepath even more powerful than he is. What if-?**

 **SCOTT SUMMERS**

 **Jean, if that was the case,**

 **wouldn't you have felt it by now?**

 **JEAN GREY**

 **(beat)**

 **You're right. I don't feel anything out of the ordinary.**

 **DR. HANK MCCOY**

 **So it's nothing we can't handle.**

 **SCOTT SUMMERS**

 **Whatever's out there, we'll take it**

 **on together.**

 **DR. HANK MCCOY**

 **Hopefully, with a new compatriot by**

 **our side.**

 **Hank smiles.**

 **JEAN GREY**

 **Where would we be without your**

 **optimism, Doc?**

 **They all share a smile. Hank happily pushes his glasses up as he gets off the chair.**

 **DR. HANK MCCOY**

 **Tomorrow, we all get to be rock**

 **stars. But tonight, we need our**

 **(MORE)**

 **(CONTINUED)**

 **CONTINUED:** **42.**

 **DR. HANK MCCOY (cont'd) sleep. Come on, Scott. You're with me.**

 **He gestures for Scott to follow him out of the room. Scott walks with him to the door, and pauses.**

 **SCOTT SUMMERS**

 **(hushed)**

 **Can I have a minute, Doc?**

 **Hank looks past Scott at Jean who waves "goodnight". He returns the gesture, and then looks back at Scott.**

 **DR. HANK MCCOY**

 **Sure thing. But don't dilly-dally! We need plenty of rest! Big day ahead of us.**

 **Hank trails off, rambling to himself as he walks to the adjoining room. Scott pats the door frame, closes the door, and turns to face Jean.**

 **SCOTT SUMMERS**

 **Not a moment alone, hm?**

 **JEAN GREY**

 **I think it's sweet. Hank as our**

 **chaperone. Makes me feel like a**

 **freshman again.**

 **She gets off the bed and saunters over to him.**

 **SCOTT SUMMERS**

 **I hated being a freshman.**

 **JEAN GREY**

 **You know, at school, there's far**

 **too many other telepaths.**

 **SCOTT SUMMERS**

 **For what?**

 **JEAN GREY**

 **For this...**

 **She stands closer to him in the doorway, raising a hand to his temple. She closes her eyes and smiles softly. His mouth is agape for a moment, speechless.**

 **SCOTT SUMMERS**

 **Oh...**

 **She bites her lip, playfully, and takes a step toward him.**

 **(CONTINUED)**

 **CONTINUED:** **43.**

 **SCOTT SUMMERS (CONT'D)**

 **...** **that** **.**

 **They both get closer to kiss... and are suddenly interrupted by the LOUD BUZZING of the broken ice machine again.**

 **STAN LEE (O.S.)**

 **Infernal thing!**

 **Scott and Jean nearly burst out laughing, trying their best to stifle it. She buries her face in his chest. He's trying so hard to hold back the giggling.**

 **Scott and Jean stay like that for a moment, holding each other. The smiling and the giggles pass. Their expressions grow serious.**

 **SCOTT SUMMERS**

 **We'll get through this.**

 **JEAN GREY**

 **And then what?**

 **Jean pulls away.**

 **JEAN GREY (CONT'D)**

 **You saw what happened in the lobby. People are terrified. Now more than ever.**

 **SCOTT SUMMERS**

 **You handled it perfectly.**

 **JEAN GREY**

 **I can't do that forever.**

 **SCOTT SUMMERS**

 **You won't have to. We complete the mission, we go back home, then we win over some hearts and minds the old-fashioned way.**

 **Jean nods.**

 **JEAN GREY**

 **One step at a time.**

 **SCOTT SUMMERS**

 **That's right. One step at a time.**

 **Together.**

 **They clasp hands. Jean gives him a nod. She slowly pulls away and opens the door. He steps back.**

 **(CONTINUED)**

 **CONTINUED:** **44.**

 **JEAN GREY**

 **Goodnight, Scott.**

 **He slowly walks to his shared room with Dr. McCoy, who's asleep on the floor. Scott carefully trades his sunglasses for the visor that stays more securely on his face. He FLOPS onto his bed, laying on his back, staring up at the ceiling. A FAINT RED GLOW from his open eyes can be seen through the ruby quartz lens of his visor. After a moment, his eyes close and the glow fades.**

 **PULL BACK through the window. TIME LAPSE as nighttime becomes daytime. DISSOLVE TO...**

 **INT. XAVIER INSTITUTE, LOWER LEVEL - CONTINUOUS**

 **The hotel has vanished, leaving only THREE LIGHTS where we left Scott, Jean, and Hank.**

 **Professor Xavier has the Cerebro helmet on. The images in his mind's eye of Scott, Jean, and Dr. McCoy are shown on a large screen in front of him. At this magnification, the lights become almost abstract likenesses, like an animated painting on a black canvas, with intermittent bursts of color and light reflecting their mood.**

 **If interpreted, the images seem to denote confidence and optimism. He smiles to himself. Ororo is leaning over a console near him, looking at some data on a screen.**

 **ORORO**

 **How are they?**

 **PROFESSOR XAVIER**

 **For now, Ororo, they are okay.**

 **Ororo looks up at the Cerebro screen, and sees the likeness of Rogue frozen on it. She stands out like a candle in a bleak snowstorm of greys and blacks. Storm gestures to the screen.**

 **ORORO**

 **And her?**

 **Xavier turns around to look at it too. He lightly SIGHS.**

 **PROFESSOR XAVIER**

 **Anxious. I think she's preparing to**

 **leave town. We're running out of**

 **time.**

 **A BEEP on the map screen and the images on the screen slowly stir to life again.**

 **(CONTINUED)**

 **CONTINUED:** **45.**

 **ORORO**

 **Professor?**

 **PROFESSOR XAVIER**

 **The interference is breaking up.**

 **Let's see what we can find.**

 **The colors whip by, like looking at the ground from the window of a speeding bullet train. Suddenly, they focus on someone... but the colors are more chaotic. Violent, even.**

 **Xavier is wincing, struggling to focus. The figure on the screen is still obscured by static, but the colors and lights suggest something monstrous, at war with itself. Ororo's eyes widen.**

 **ORORO**

 **What mind is this?**

 **Xavier FOCUSES HARDER, bearing the pain. The static starts to clear, and the light is now clearly - yet briefly - visible as TWO SEPARATE FIGURES. And one is clearly worse than the other.**

 **ORORO (CONT'D)**

 **Sweet mercy...**

 **Buckling under the strain, Xavier releases his focus and the interference SNAPS BACK.**

 **ORORO (CONT'D)**

 **Charles! What happened?**

 **She checks to make sure he's okay.**

 **PROFESSOR XAVIER**

 **Their minds are broken, but**

 **something came back into place.**

 **They have a purpose now.**

 **He doesn't make that sound good. The map screen BEEPS again, showing another cluster of lights. Xavier looks at the map screen, focusing on the cluster. The image screen pulls out to a wider angle, showing these new arrivals heading straight for Alkali Lake.**

 **Xavier immediately disconnects, setting the helmet down. Wheeling away quickly with an urgency about him and a solemn look on his face. Ororo is at his elbow.**

 **46.**

 **INT. XAVIER INSTITUTE, CAFETERIA - DAY**

 **Kitty, Kurt, and Piotr are all sitting together for breakfast. From how they're talking and laughing, it's clear they've hit it off.**

 **KITTY PRYDE**

 **(to Piotr)**

 **But you are related? I mean,**

 **seriously?**

 **Piotr shrugs.**

 **PIOTR RASPUTIN**

 **Depends on who you ask. My**

 **grandfather says yes. My father,**

 **not so much.**

 **KURT WAGNER**

 **But then who would your... I don't know, great-grandmother be?**

 **PIOTR RASPUTIN**

 **Not sure. Is no other Rasputin in history books.**

 **KITTY PRYDE**

 **What about you, Kurt? Where's your family?**

 **Kurt grimaces.**

 **KURT WAGNER**

 **In the Winzeldorf Circus. I was**

 **"The Incredible Nightcrawler."**

 **KITTY PRYDE**

 **You grew up in a circus?**

 **KURT WAGNER**

 **Ja. To think that children run away from home to join the circus.**

 **PIOTR RASPUTIN**

 **And you ran away from circus to**

 **find home!**

 **They all share a chuckle at the joke. Suddenly, Piotr's smartphone BEEPS twice. A look of surprise crosses his face, as if he's just remembered something important.**

 **(CONTINUED)**

 **CONTINUED:** **47.**

 **KITTY PRYDE**

 **Everything okay, Piotr?**

 **Kurt purses his lips skeptically. Piotr looks frazzled as he scrambles to pick up his stuff.**

 **PIOTR RASPUTIN**

 **Yes! Yes! All is good. I am having things to do! Places to be! People to see!**

 **KURT WAGNER**

 **Who, Piotr?**

 **PIOTR RASPUTIN**

 **Warren is one, and uh... Bobby is other!**

 **KITTY PRYDE**

 **You guys schedule a play date or**

 **something? Gonna compare bicep**

 **sizes?**

 **Piotr chuckles in the midst of his chaos and shakes his head.**

 **PIOTR RASPUTIN**

 **That would truly be no contest,**

 **mishka.**

 **Piotr manages to flash a smile at Kitty and just as soon, he's barreling down the hallway. Kurt is unimpressed. Kitty is smitten.**

 **PIOTR RASPUTIN (O.S.)**

 **(shouting)**

 **Will be seeing you later, friends!**

 **Kurt tries not to laugh, but as Kitty lets out a chuckle he can't help but do the same.**

 **KURT WAGNER**

 **As usual with the weird**

 **appointments.**

 **KITTY PRYDE**

 **He does this often?**

 **KURT WAGNER**

 **Two or three times a week.**

 **Kitty leans forward, her mind racing.**

 **(CONTINUED)**

 **CONTINUED:** **48.**

 **KITTY PRYDE**

 **Kurt.**

 **KURT WAGNER**

 **Yes?**

 **KITTY PRYDE**

 **I think I've got an idea.**

 **He slowly looks over at her, skeptical and a little bit worried.**

 **KURT WAGNER**

 **You're not getting us in trouble, are you?**

 **KITTY PRYDE**

 **Kurt, we're mutants. Trouble is**

 **literally in our DNA. Come on!**

 **He WHINES. She grabs him by the wrist and pulls him down the hall.**

 **KITTY PRYDE (CONT'D) Besides, it's not like we're gonna rob a bank or anything.**

 **KURT WAGNER**

 **(panicked)**

 **Why would you even joke about**

 **that?!**

 **INT. XAVIER INSTITUTE - CONTINUOUS**

 **Kitty and Kurt reach an area with nobody around.**

 **KURT WAGNER**

 **What? What is your trouble idea?!**

 **KITTY PRYDE**

 **Relax! I just wanna find out where**

 **Piotr disappears to.**

 **KURT WAGNER**

 **(sarcastic)**

 **Oh, is that all? Well, then!**

 **KITTY PRYDE**

 **Come on!**

 **He folds his arms.**

 **(CONTINUED)**

 **CONTINUED:** **49.**

 **KITTY PRYDE (CONT'D) Look, I've seen the elevators here. There's like, lower level buttons, but they're locked or something.**

 **KURT WAGNER**

 **Then they're clearly locked for a reason.**

 **KITTY PRYDE**

 **It can't be that bad. Let's get**

 **down there and look around.**

 **A moment passes between them. She gives him the puppy-dog eyes.**

 **KITTY PRYDE (CONT'D)**

 **Just a quick look? For Piotr?**

 **Please?**

 **Kurt can't resist her. He SIGHS.**

 **KURT WAGNER**

 **Fine.**

 **She smiles and grabs hold of him. He'd be blushing if he could. They slowly start to SINK INTO THE FLOOR. Kurt is closing his eyes tightly. In moments, they're totally enveloped. They sink... lower, and lower... phasing through tons of concrete, and finally... steel.**

 **INT. DANGER ROOM - CONTINUOUS**

 **It's like they've fallen into a FUTURISTIC WAR ZONE. Lasers and spikes and all sorts of noise surround Kurt and Kitty as they fall through the air. Kitty SCREAMS. Kurt TELEPORTS them safely to the floor, and the inertia sends them tumbling. Suddenly, A LASER BLAST SIZZLES THROUGH THE AIR RIGHT PAST THEIR FACES.**

 **Kitty and Kurt stumble backwards out of the way, then Kurt grabs her and TELEPORTS backwards several feet. ANGEL swoops by. Even with his WINGS AT THEIR FULL SPAN, he's bobbing and weaving through the lasers with incredible speed and grace. He's throwing a HEAVY METAL BALL to try and crush the lasers. Bobby tries to COAT THE LASERS WITH ICE, but the ice melts almost instantly.**

 **KURT WAGNER**

 **(shouting over the noise, to**

 **Kitty)**

 **Are we done?!**

 **(CONTINUED)**

 **CONTINUED:** **50.**

 **KITTY PRYDE**

 **We're done! Get us out of here!**

 **GRAVITY SUDDENLY GOES SIDEWAYS and Iceman collides with Angel. Once again, Kurt TELEPORTS himself and Kitty to safety as they fall.**

 **COLOSSUS (O.S.)**

 **Look out!**

 **SOMETHING HUGE tackles Kitty and Kurt to the floor. Another LASER strikes the spot where they were a split-second ago. Kurt and Kitty pull themselves up to look at whatever saved them. It's Piotr, but now his skin is covered in SHINY SILVER METAL.**

 **Thinking fast, Colossus takes a nearby ball and THROWS IT in a seemingly random direction. A laser comes out of the wall, pointed directly at Colossus - IT'S DESTROYED by the ball before it can even fire.**

 **KITTY PRYDE**

 **What-?**

 **COLOSSUS**

 **Are you all right?**

 **A klaxxon BLARES. Kitty, Kurt, and Colossus fall about a meter to the floor as the GRAVITY SHIFTS back to normal. The wall cannons retract and everything seems calm now. The room is flat and shiny, about the size of an indoor basketball court. Brightly lit and totally empty. A computerized voice booms through the room.**

 **COMPUTER VOICE**

 **Danger Room reset. Unauthorized**

 **persons detected.**

 **Kitty and Kurt are still holding each other, wide-eyed. Piotr TRANSFORMS to his non-metallic skin and stands with his hands on his hips. He's almost out of breath, but not quite. Angel storms over.**

 **ANGEL**

 **You want to tell me what you're**

 **doing here?!**

 **KURT WAGNER**

 **Huh?**

 **ANGEL**

 **You threw us off! You're not even supposed to be here!**

 **(CONTINUED)**

 **CONTINUED:** **51.**

 **ICEMAN**

 **Don't go blaming them for your**

 **screwups.**

 **ANGEL**

 **Hey, you were the one who crashed into me!**

 **ICEMAN**

 **Only because you didn't see the**

 **gravity shift coming.**

 **STORM (O.S.)**

 **Enough.**

 **A door has apparently opened. Storm comes in, alongside Professor Xavier.**

 **STORM**

 **The three of you were reckless. Playing checkers when you should've been playing chess.**

 **She eyes Angel and Iceman.**

 **STORM (CONT'D)**

 **Taking out the lasers individually would've taken hours. Colossus figured out the pattern within minutes.**

 **BOBBY DRAKE**

 **He could've told us that. Ma'am.**

 **She turns to Piotr.**

 **STORM**

 **Exactly right. Instead, all three of you tried to handle the situation separately. This is about** **teamwork** **, gentlemen, and there can be no teamwork without** **communication** **.**

 **A bit away from the merciless assessment, but just within earshot, Xavier sits quietly next to Kitty and Kurt, letting them watch. Warren and Bobby are receptive, but their egos are wounded nonetheless. Piotr seems to be taking it much harder and far more personally. Storm offers no consolation.**

 **KITTY PRYDE**

 **(hushed, to Xavier)**

 **What is this...?**

 **(CONTINUED)**

 **CONTINUED:** **52.**

 **He looks up at her, raising an eyebrow.**

 **PROFESSOR XAVIER**

 **I will deal with the two of you**

 **later. Right now, I have more**

 **pressing matters to deal with.**

 **Without another word he wheels towards Storm and the others.**

 **PROFESSOR XAVIER (CONT'D) Storm, Colossus, take our two intruders back to their rooms. Angel, Iceman, come with me.**

 **The group splits, a second exit opens in the room. Storm, Piotr, Kitty, and Kurt leave through the new exit, while Xavier and the others leave through the first one.**

 **INT. XAVIER INSTITUTE, LOWER LEVEL - CONTINUOUS**

 **When they're clear of the door, Kitty stops them.**

 **KITTY PRYDE**

 **Hold on. This whole time, we've been living on top of a secret... war room?!**

 **Storm stays silent. She eyes Piotr.**

 **PIOTR RASPUTIN**

 **Is not war room.**

 **KITTY PRYDE**

 **Then what the hell is it?! We**

 **almost got killed in like five**

 **different ways!**

 **PIOTR RASPUTIN**

 **Is "Danger Room".**

 **KITTY PRYDE**

 **Obviously!**

 **PIOTR RASPUTIN**

 **No, is "** **Danger Room** **". We train in there.**

 **KITTY PRYDE**

 **Train? Train for what?**

 **(CONTINUED)**

 **CONTINUED:** **53.**

 **PIOTR RASPUTIN**

 **To be on team. Xavier's team.**

 **Please, let me explain. Do not**

 **interrupt.**

 **Kitty is still rattled, but she stays quiet.**

 **PIOTR RASPUTIN (CONT'D) Xavier believes that one day, mutants who don't act as we do might take up fight against humans. Xavier believes this is wrong.**

 **Kurt's ears perk up as he listens as well.**

 **PIOTR RASPUTIN (CONT'D) If man and mutant fight, it would be total tragedy. War. Death.**

 **Everywhere. But if there was a team of mutants to stop that fight from ever starting - to stand against the dangerous, violent mutants, and protect those caught in the middle...**

 **STORM**

 **Maybe we could change a few minds.**

 **Maybe we wouldn't be feared. If...**

 **PIOTR RASPUTIN**

 **If we were heroes.**

 **A look of understanding crosses Kitty's face.**

 **PIOTR RASPUTIN (CONT'D) But I am no hero. I am not ready for the team.**

 **KITTY PRYDE**

 **That's insane!**

 **PIOTR RASPUTIN**

 **I thank you, but...**

 **KURT WAGNER**

 **No, she's right, Piotr! I saw you in there-**

 **KITTY PRYDE**

 **"Impressive" is an understatement.**

 **Storm stays silent.**

 **(CONTINUED)**

 **CONTINUED:** **54.**

 **KITTY PRYDE (CONT'D)**

 **Piotr, I overheard... what Miss**

 **Munroe was saying.**

 **Storm raises an eyebrow as she listens to Kitty. Piotr looks away. Kitty puts a hand on his shoulder.**

 **KITTY PRYDE**

 **You figured out what was going on.**

 **And that quick thinking saved us.**

 **KURT WAGNER**

 **That sounds like a hero to me.**

 **KITTY PRYDE**

 **You could** **lead** **this team if you**

 **wanted to.**

 **PIOTR RASPUTIN**

 **No, no, no. I only ever wanted to be part of this team. I am no leader. I am only soldier.**

 **STORM**

 **If that's all you think you are,**

 **that's all you'll ever be.**

 **Kitty glances up at Storm, who's blank expression betrays nothing. Piotr is walking a little taller now though. He stops for a moment. And gestures for Kitty and Kurt to give him and Storm a little space.**

 **PIOTR RASPUTIN**

 **Do** **you** **think I can lead?**

 **STORM**

 **I think you could do anything you want. But you have to want it first.**

 **Storm's impenetrable demeanor melts away and she smiles at him warmly, putting a hand on his shoulder.**

 **STORM**

 **You've already come so far. But you'll never go further until you trust yourself the way your teammates trust you.**

 **PIOTR RASPUTIN**

 **Bobby and Angel will not listen to me.**

 **(CONTINUED)**

 **CONTINUED:** **55.**

 **STORM**

 **Yes, they will. They respect you. Even if you don't see it and they don't know how to show it, they do.**

 **He solemnly looks over at Kitty and Kurt, who look awkward, waiting for the private chat to be over.**

 **PIOTR RASPUTIN**

 **What happens to them?**

 **Storm pauses for a moment, thinking.**

 **ANGLE ON: Kurt and Kitty, who can't hear what Storm tells him. But they can see Piotr react with shock.**

 **Storm casually walks ahead, gesturing for the three of them to follow her. They do.**

 **KITTY PRYDE**

 **Did she say anything about us?**

 **KURT WAGNER**

 **This is trouble! I know it!**

 **KITTY PRYDE**

 **We can be on the team! We've got**

 **skills! We want to help!**

 **KURT WAGNER**

 **We do...?**

 **KITTY PRYDE**

 **We do!**

 **KURT WAGNER**

 **Why is this "we"? I never said**

 **anything!**

 **Everyone else ignores his protest.**

 **KITTY PRYDE**

 **Piotr! Is she going to let us join?**

 **Both of us! I'm not joining without**

 **Kurt.**

 **Kurt looks nervous, but is pleased by this. Piotr's brow furrows and he purses his lips. He exhales.**

 **PIOTR RASPUTIN**

 **She said...** **I** **am to train you. Make you good to be in Danger Room. It will not be easy! Know this now!**

 **(CONTINUED)**

 **CONTINUED:** **56.**

 **Kitty smiles brightly, ecstatic. Kurt himself smiles at the sight of seeing her so happy.**

 **KURT WAGNER**

 **(to himself)**

 **Okay, then.**

 **EXT. ALKALI LAKE, TRUCK STOP - DAY**

 **Hank, Scott, and Jean exit their Jeep in front of the truck stop. Scott is wearing his ruby quartz shades. They look around, trying to recognize the young woman in the small clusters of truckers, drifters, and tourists.**

 **SCOTT SUMMERS**

 **You sure she's here?**

 **JEAN GREY**

 **She's a very powerful mutant and she's scared to death. No mistaking it - she's here.**

 **Hank notices a girl in a long trenchcoat chatting up a trucker heading to his rig. She seems desperate. Hank gestures to get Scott and Jean's attention.**

 **DR. HANK MCCOY**

 **I think we might have found our**

 **girl.**

 **Jean focuses on her with a finger to her temple, and nods.**

 **JEAN GREY**

 **Yeah, that's her. We're not getting a second chance at this.**

 **SCOTT SUMMERS**

 **If Hank goes, his size is a**

 **put-off-**

 **DR. HANK MCCOY**

 **Not the sharp teeth or blue fur?**

 **SCOTT SUMMERS**

 **Jean, any sign of the Cerebro**

 **interference?**

 **JEAN GREY**

 **Not that I can tell.**

 **Scott thinks for a moment.**

 **(CONTINUED)**

 **CONTINUED:** **57.**

 **SCOTT SUMMERS**

 **Okay. I'll go in. You two cover me.**

 **Without another word, Scott sticks his hands in his jacket and briskly walks across the parking lot to where Rogue is pleading with the trucker - now in his cab.**

 **EXT. ALKALI LAKE, TRUCK STOP - CONTINUOUS**

 **TRUCKER**

 **Look, lady. I'm sorry, but no. Last broad I gave a ride to, left me handcuffed to a telephone pole. Now beat it!**

 **ROGUE**

 **Did you just call me a** **broad** **?!**

 **She kicks his tire. He waves her off and starts driving away.**

 **SCOTT SUMMERS (O.S.)**

 **Well, you don't look like one to**

 **me.**

 **Rogue spins around, Scott extends a hand to shake. She eyes it and ignores it.**

 **SCOTT SUMMERS (CONT'D) You do look like someone who needs a ride, though.**

 **ROGUE**

 **Nice to meet you, Captain Obvious.**

 **Did the eyewear come with the job?**

 **SCOTT SUMMERS**

 **Actually... yeah. But still, I've got a car and an empty seat. Maybe we can talk? Couldn't hurt.**

 **She eyes him, skeptically.**

 **ROGUE**

 **What's in it for you?**

 **SCOTT SUMMERS**

 **I'll be happy to explain at the diner. Just lemme buy you a drink**

 **some coffee - hear me out, meet my friends. Then decide for yourself.**

 **(CONTINUED)**

 **CONTINUED:** **58.**

 **He smiles. Her expression softens.**

 **SCOTT SUMMERS (CONT'D) Or you can take a chance on the next trucker. Wait for one who's a decent human being.**

 **She eyes him for a moment longer, adjusting her coat on her shoulders.**

 **ROGUE**

 **Fine. Lead the way, Shades.**

 **They start walking back to the truck stop.**

 **SCOTT SUMMERS**

 **"Shades"?**

 **She shrugs, hiding a smirk.**

 **SCOTT SUMMERS (CONT'D)**

 **So much better than "Captain**

 **Obvious."**

 **INT. TRUCK STOP DINER - CONTINUOUS**

 **A waitress pours a cop of coffee, her hand trembling terribly. The pot clinks against the cup. She stares at Hank, wide-eyed.**

 **DR. HANK MCCOY**

 **Thank you, ma'am.**

 **He smiles as warmly as possible. It has little effect. She forces a half-smile in return and quickly shuffles away to stare at them from a safer spot. Everyone in the diner acts as if they've made some unspoken agreement to try and pretend that Hank isn't even there.**

 **Across from Hank and Scott are Rogue and Jean, all sharing a table in the truck stop's diner. Rogue stares at Hank with a blank expression.**

 **ROGUE**

 **You're all mutants.**

 **DR. HANK MCCOY**

 **What gave us away?**

 **He smiles, delicately raising the cup of coffee to his lips.**

 **(CONTINUED)**

 **CONTINUED:** **59.**

 **ROGUE**

 **Why is everyone not freaking out? I mean, one look at "Whiskers" here-**

 **She gestures to Hank.**

 **ROGUE (CONT'D)**

 **-and** **typically** **, people would be**

 **like "kill it with fire!"**

 **An embarrassed beat, then she turns to Hank.**

 **ROGUE (CONT'D)**

 **I mean... no offense.**

 **Hank shrugs and sips his coffee.**

 **JEAN GREY**

 **It's me.**

 **ROGUE**

 **You?**

 **JEAN GREY**

 **I mean, I'm... projecting a sort of mellow calm to almost everyone in here.**

 **ROGUE**

 **You can do that?**

 **JEAN GREY**

 **Yeah. It's kind of exhausting, but yeah.**

 **DR. HANK MCCOY**

 **By the way, Miss, we never caught your name.**

 **Rogue hesitates for a beat.**

 **ROGUE**

 **My old boyfriend... called me**

 **"Rogue". Before I put him in a**

 **coma.**

 **The others trade glances: Questions about that can wait.**

 **SCOTT SUMMERS**

 **Fair enough. We'll call you Rogue.**

 **He gestures to Jean.**

 **(CONTINUED)**

 **CONTINUED:** **60.**

 **SCOTT SUMMERS (CONT'D)**

 **Jean Grey.**

 **Jean nods politely. Scott gestures to Hank.**

 **SCOTT SUMMERS (CONT'D)**

 **Doctor Hank McCoy.**

 **Hank wiggles his fingers "hello". Scott gestures to himself.**

 **ROGUE**

 **And the incredible Shades.**

 **Scott smirks and extends his hand again.**

 **SCOTT SUMMERS**

 **Scott Summers.**

 **She still doesn't shake his hand.**

 **ROGUE**

 **So what's your guys' deal? What do you want with me?**

 **SCOTT SUMMERS**

 **Jean and myself are students at The**

 **Xavier Institute for the Gifted.**

 **Doctor McCoy here is a teacher.**

 **Rogue listens intently.**

 **SCOTT SUMMERS (CONT'D) It was founded by Professor Charles Xavier. He created the school as a safe haven for mutants. It has facilities that allow us to help and reach out to mutants who are lost or troubled.**

 **ROGUE**

 **You think I'm lost and troubled.**

 **Hank sets his coffee down and eyes her solemnly.**

 **DR. HANK MCCOY**

 **Yes. You're alone and barely**

 **scraping by when you could be so**

 **much more. We can help you.**

 **ROGUE**

 **I'm doing fine, fuzzy. I never**

 **asked for help.**

 **She looks ready to get up and leave.**

 **(CONTINUED)**

 **CONTINUED:** **61.**

 **JEAN GREY**

 **Haven't you ever wanted to believe in a thing so badly?**

 **Rogue stops and slowly looks over at Jean.**

 **JEAN GREY (CONT'D) Every one of us at this table has been right where you are at some point. You're not the only one here with gifts.**

 **Rogue and Jean have locked gazes.**

 **JEAN GREY (CONT'D) Believe me, all of us have a sob story. All of us have something to run from.**

 **ROGUE**

 **Well, maybe I like running. Seeing new places, meeting new people.**

 **DR. HANK MCCOY**

 **What do you think we're doing now?**

 **JEAN GREY**

 **There are others out there who can't control their gifts. Others who can't run or hide. You could help them, if you want.**

 **SCOTT SUMMERS**

 **It's your choice.**

 **Rogue looks down at her gloved hands for a long moment.**

 **ROGUE**

 **I can't touch people.**

 **They all listen.**

 **ROGUE (CONT'D)**

 **If I do, I drain them. I get their thoughts, their memories, and they die by inches. It's like I get their... "life force". Or whatever you want to call it.**

 **She looks around a their expressions. Scott is solemn, Jean looks sympathetic, Hank as well.**

 **(CONTINUED)**

 **CONTINUED:** **62.**

 **ROGUE (CONT'D)**

 **You say you help mutants who need it. What kind of help?**

 **JEAN GREY**

 **Are you in trouble?**

 **ROGUE**

 **I'm not sure.**

 **SCOTT SUMMERS**

 **What do you mean?**

 **ROGUE**

 **I saw - I mean, I accidentally**

 **touched - a soldier. From the**

 **place that blew up.**

 **Over at the bar, TWO MEN are dressed in the same worn-out, bloodied hunting gear we last saw on some hapless "Wolverine Hunters". Their ears perk up.**

 **DR. HANK MCCOY**

 **What did you see?**

 **ROGUE**

 **There was... metal. Like claws made of metal. And sharp teeth, gnashing. Gunfire. Alarms, screaming, the explosion... and blood.**

 **She trembles.**

 **ROGUE (CONT'D)**

 **So much blood...**

 **The two men at the counter - Logan and VICTOR CREED/SABRETOOTH - shoot each other glances.**

 **SCOTT SUMMERS**

 **Right now, I suggest we get you back to the institute. You can meet the Professor. He'll know what to do.**

 **ROGUE**

 **The guy who built the place? He'd see me?**

 **SCOTT SUMMERS**

 **He cares. He's like that.**

 **(CONTINUED)**

 **CONTINUED:** **63.**

 **ROGUE**

 **Hell of a guy.**

 **SCOTT SUMMERS**

 **He really is.**

 **Scott glances over at Jean, whose gaze is fixed on the two men at the counter, their backs to the tables. Her eyes are wide and worried.**

 **JEAN GREY**

 **(hushed)**

 **Scott...**

 **Rogue looks at the men, noticing their bloodied clothes. Hank looks from the strangers to Rogue - he knows something's up. A palpable tension hangs in the air. Everyone is incredibly on edge now.**

 **SCOTT SUMMERS**

 **What is it?**

 **JEAN GREY**

 **(whispers)**

 **Don't make any sudden moves. Just get your visor on. Now.**

 **Her eyes grow even wider, a look of terror now on her face. Scott's anxious, but he still pulls THE VISOR out of his inside pocket. He carefully transfers the visor to his face and puts the shades away, all in one smooth, natural motion. As he does this...**

 **SCOTT SUMMERS**

 **(hushed)**

 **Jean? What is it?**

 **A horribly tense moment of silence as Jean is frozen, staring at the two men. She grips Scott's hand tightly...**

 **JEAN GREY**

 **It's them.**

 **Everything unfolds in meticulous detail as Sabretooth spins around, ROARING, launching off of his seat, arms extended. Logan YELLS, motioning to stop him. He's seconds too late. Hank's demeanor drastically shifts: in an instant, he's a feral beast. He flips the table out of the way.**

 **It sails over the heads of Rogue and Jean, who're both frozen, stunned. Hank LUNGES into Sabretooth's path, ROARING, catching him RIGHT OUT OF THE AIR. In the blur of teeth, fur, blood, and claws, the two vicious mutants are at each other with a fury.**

 **(CONTINUED)**

 **CONTINUED:** **64.**

 **The diner patrons SCREAM and scramble to safety.**

 **Hank doesn't have the rage or skill that Sabretooth does. But he can THROW Sabretooth into the nearest wall, which CRACKS from the impact. There's some distance between him and Beast, but now Sabretooth is blocking the exit. Scott and Jean can't get Rogue out of the diner. Wolverine LUNGES at Beast. Cyclops unleashes an OPTIC BLAST that stops WOLVERINE in his tracks.**

 **SCOTT SUMMERS**

 **(yelling)**

 **Jean! What happened to the calming field?**

 **JEAN GREY**

 **I couldn't hold it!**

 **Sabretooth gets up. His bites and scratches have ALREADY HEALED. Everyone waits for Sabretooth to make a move.**

 **LOGAN**

 **(shouting)**

 **Hey!**

 **JEAN GREY**

 **(yelling)**

 **Scott!**

 **Logan's fist FLIES OUT OF NOWHERE, catching Scott across the jaw. Scott bumps into Rogue - there's a JOLT as his skin touches hers.**

 **Jean telekinetically THROWS FURNITURE at Wolverine, RAPID-FIRE, to try and get him away from Scott. It's not slowing him down very much. Meanwhile, BEAST is going another round with Sabretooth to slow him down.**

 **Rogue pushes away Scott, who's struggling to catch his breath and recover his strength. We can tell from Rogue's look that this isn't like other "drains". She looks to SABRETOOTH, who's beating Beast terribly.**

 **Rogue's eyes GLOW RED. As soon as she gets an open shot, she roars, FIRING AN OPTIC BLAST right into Sabretooth, knocking him THROUGH A WINDOW and out of the diner.**

 **Everyone turns to look at Rogue, who's breathing heavily.**

 **ROGUE**

 **(to Jean)**

 **Is that... his "gift"?**

 **(CONTINUED)**

 **CONTINUED:** **65.**

 **Jean nods, dumbfounded. While she's distracted, Wolverine charges past her and STABS ROGUE IN THE GUT.**

 **JEAN GREY**

 **NO!**

 **With her "dying breath", Rogue touches Wolverine. JOLT. The reaction is instant. Wolverine recoils, and his THREE METAL CLAWS slide out of her.**

 **Then an OPTIC BLAST fires and sends Logan flying back. It seems that Scott has recovered. Jean goes to Rogue, who's doubled over.**

 **JEAN GREY**

 **Are you-?**

 **ROGUE**

 **I'm fine. He can heal, that's his power. But his memories... ugh.**

 **Rogue is reeling as she tries to pull her psyche together.**

 **SCOTT SUMMERS**

 **Hank, cover us! We're getting out of here!**

 **Hank watches their six as Jean and Scott help Rogue to the exit. Within seconds, Logan has shaken off the blast.**

 **LOGAN**

 **I'm gettin' real tired of that...**

 **He's on the floor, surrounded by the chintzy souvenirs he flew into. He picks up one: A t-shirt with something that vaguely resembles Logan's silhouette above the caption "I BELIEVE."**

 **Logan tosses it aside with scorn as he runs toward the window and leaps outside. The bystanders follow him with their cell phone cameras.**

 **EXT. ALKALI LAKE, TRUCK STOP - CONTINUOUS**

 **Just as our team exits the building-**

 **JEAN GREY**

 **Heads up!**

 **SABRETOOTH has been waiting on the roof for our team to leave the building. But Jean's warning was enough - HANK is ready to swat Sabretooth out of the sky and right into WOLVERINE. They both get back up almost immediately.**

 **(CONTINUED)**

 **CONTINUED:** **66.**

 **SCOTT SUMMERS**

 **Jean! Hit 'em!**

 **Jean closes her eyes and thrusts her hands outward. ANGLE ON: Logan and Sabretooth, both of whom are blinded by a BRIGHT LIGHT that only they can see. ROGUE'S POV: Wolverine and Sabretooth seem to be having migraines.**

 **Our team continues to back away.**

 **SCOTT SUMMERS**

 **(whispering)**

 **How long are they going to be**

 **seeing pretty lights?**

 **JEAN GREY**

 **Not long. Their minds are so**

 **broken. Scott, it's painful...**

 **Sabretooth and Wolverine look around, shaking their heads and trying to clear their eyes. Jean relents and falls to her knees, unable to keep it up. Rogue pulls her coat off, and her gloves, dropping them on the ground. She steps back, waiting to see what's about to happen.**

 **SCOTT SUMMERS**

 **Stay back! We don't need to keep**

 **doing this!**

 **Sabretooth is back on his feet. With a flick of the wrists, WOLVERINE'S CLAWS are out.**

 **SABRETOOTH**

 **Oh, yeah. We do.**

 **LOGAN**

 **Nothing personal, bub.**

 **Logan charges, but he's blindsided by HANK.**

 **Scott fires off a volley of OPTIC BLASTS at Sabretooth, but he's too pissed off to care. Sabretooth keeps on charging, tanking every shot. Finally, Rogue gets an idea. She looks to Jean, who's still recovering from the stress of that psychic blast. Scott and Beast are both too preoccupied trying to fight without getting torn to ribbons. Rogue goes to Jean.**

 **ROGUE**

 **Sorry.**

 **The familiar JOLT as Rogue touches Jean's face. JEAN convulses.**

(CONTINUED)

 **CONTINUED:**

 **67.**

 **Hank and Logan are evenly matched, but Hank can't evade those claws forever and nothing he does seems to hurt Logan. Finally, Logan has Hank on the ground. Logan is ready to deliver the final blow...**

 **A CAR FLIES IN OUT OF NOWHERE and smashes into him. A moment later, when Scott is free and clear of Sabretooth, ANOTHER CAR flies in to pummel Sabretooth. When the two beastly mutants are on the ground, the cars fly around to ROGUE, who's brandishing the cars like GIANT TELEKINETIC BOXING GLOVES.**

 **DR. HANK MCCOY**

 **Oh, my stars and garters...**

 **As Rogue punches the air, THE CARS move in sync, "punching" Sabretooth and Wolverine until the cars are shredded to ribbon and Rogue's siphoned abilities are exhausted.**

 **Both teams regroup, shoulder to shoulder. They're both waiting for the next move.**

 **SABRETOOTH**

 **I can still smell their fear.**

 **He flashes a sinister grin and slowly starts to step forward. Logan turns, his shoulder now in Sabretooth's path.**

 **LOGAN**

 **(hushed)**

 **Hold on.**

 **Sabretooth isn't pleased by the interference, his vile gaze slowly turns to Logan. He looks so angry it seems he's going to burst.**

 **LOGAN**

 **(hushed)**

 **We're wasting our time. What are we getting out of this?**

 **SABRETOOTH**

 **Eliminating witnesses.**

 **LOGAN**

 **We're making** **more** **witnesses, idiot.**

 **He pushes past Logan.**

 **SABRETOOTH (CONT'D)**

 **So we kill them too.**

 **(CONTINUED)**

 **CONTINUED:** **68.**

 **Quietly, Rogue's hand grazes Hank. JOLT. Hank tries not to react. Rogue gives him an apologetic shrug. Scott hurriedly turns to Jean.**

 **SCOTT SUMMERS**

 **(hushed)**

 **The one with the metal claws**

 **hesitated. Try to get through to**

 **him.**

 **JEAN GREY**

 **I'm sorry, I can't.**

 **SCOTT SUMMERS**

 **Just do what you can. We need to**

 **wrap this up.**

 **Sabretooth ROARS. Scott SPINS BACK AROUND, HAND ON HIS VISOR. Sabretooth and gets down on all fours, bounding towards Scott like a lion.**

 **ROGUE runs at Sabretooth from his side, throwing him into the air. As Sabretooth falls, Scott BLASTS HIM WITH ANOTHER OPTIC BEAM, sending him flying clear back. Logan starts to charge in. Behind Scott, Jean has her hand outstretched and her eyes closed tightly.**

 **Logan stops. He's struggling to move, but he can't.**

 **LOGAN**

 **What the hell is this?**

 **JEAN'S POV: Wolverine looks a lot like his image on Cerebro**

 **blurry beyond recognition and almost too bright to look at. Jean concentrates, struggling to keep Wolverine in place while getting his image to focus into something she can work with.**

 **Then a familiar ENERGY GHOST swoops in and punches Jean. She reacts as if she was physically hit.**

 **Suddenly everything snaps back to normal. Sabretooth leaps out to rejoin his comrade in the parking lot.**

 **SCOTT SUMMERS**

 **Jean? What's wrong?**

 **JEAN GREY**

 **Scott... We've got company.**

 **MYSTIQUE (O.S.)**

 **Hope we're not late to the party.**

 **(CONTINUED)**

 **CONTINUED:** **69.**

 **Mystique casually walks onto the scene, with SCANNER, TOAD, PYRO, and AVALANCHE behind her. Logan and Sabretooth shoot each other a glance. Bystanders still have their cell phones out, recording the spectacle. Mystique approaches Logan and Sabretooth.**

 **MYSTIQUE**

 **Let's tip the odds in your favor, shall we?**

 **Sabretooth grins. Toad notices the people recording everything. He turns to them like a man on stage under a spotlight.**

 **TOAD**

 **(shouting)**

 **For the glory of all mutantkind, we are the Brotherhood!**

 **SABRETOOTH**

 **Enough talk!**

 **Scott goes to blast him, but TOAD'S TONGUE LASHES OUT and wrestles with Scott for his visor. Rogue goes after Mystique, but her clumsy street brawling skills are no match. MYSTIQUE is able to redirect Rogue's momentum until the younger mutant is on the ground and winded in no time flat.**

 **Jean tries another psychic blast. Before she can thrust her hands out, a SEISMIC SHOCK WAVE TEARS THROUGH THE GROUND and catches her, flinging her backwards. Avalanche grins.**

 **Hank leaps at Sabretooth, but Sabretooth dodges him and tackles Jean, who gets the wind knocked out of her as she hits the ground. Instead, Hank gets to fight against Wolverine and his adamantium claws. Mystique is going after Scott, while he's still struggling with Toad.**

 **Pyro stands guard with fireballs at the ready while Scanner goes into her ASTRAL FORM. The energy ghost seems to administer a kind of ELECTRIC SHOCK to Rogue's temples, and she convulses uncontrollably.**

 **That's when Toad finally forces Scott's visor off.**

 **The resulting OPTIC BLAST could be huge enough to be seen from space. Scott has lost all control. EVERYONE SCATTERS as the beam goes all over the place. The beam SEARS THROUGH THE DINER, and everyone inside scrambles for cover. Then the beam hits an oil truck, which goes up in a MASSIVE EXPLOSION.**

 **(CONTINUED)**

 **CONTINUED:** **70.**

 **Finally, Scott manages to cover his eyes. He can't see. Sabretooth moves in and slashes at Scott's chest, drawing blood. Scott YELLS in pain, but Jean Grey comes in from the side and telekinetically PUSHES Sabretooth away. It's not a strong push, but it does the trick.**

 **TOAD**

 **Surrender now!**

 **Then TOAD comes in to grapple with Jean - she's not fast enough to counter his blows, especially not when Mystique comes in.**

 **The ENERGY GHOST moves onto Scott, administering more bioelectric shocks.**

 **SCANNER**

 **(muttering)**

 **C'mon, open your eyes. Open your**

 **eyes.**

 **As if that wasn't bad enough, Pyro MANIPULATES FIRE from the truck explosion to burn Scott. He SCREAMS IN PAIN, but keeps his eyes shut. The fire is also spreading all throughout the diner. Between Pyro and Avalanche, the diner COLLAPSES INTO RUBBLE. Civilians flee as it happens. TOAD cackles maniacally.**

 **Logan looks on at the fighting, trying to get a sense of who's allied with whom and why. Hank charges in, but he's too exhausted - Logan takes him to the ground without flinching.**

 **LOGAN**

 **Stay down, furball.**

 **Hank GROWLS at him but then notices all his teammates are down. Scott is in a burned and bloody heap, Jean is unconscious and several different shades of black and blue, Rogue is knocked out and twitching uncontrollably, and Hank himself is practically torn to shreds at this point. Hank's expression is one of shock and hopelessness.**

 **Logan doesn't look particularly happy about any of it. Mystique turns to address what civilians are left. And then suddenly, one of them CRIES OUT.**

 **ONLOOKER**

 **(yelling)**

 **Look!**

 **Everyone's stare darts over to the onlooker who's pointing up at the sky. Everyone follows accordingly, looking**

 **(CONTINUED)**

 **CONTINUED:** **71.**

 **upwards. It at first appears to be a massive bird, but as it gets closer, it's clearly anything but. ANGEL AND ICEMAN HAVE ARRIVED. Iceman is sliding through the air on a thick sheet of ice which seems to disintegrate as soon as he forms a new piece.**

 **Iceman drops to the ground into a roll, flinging his hands outward and sending several rapid blasts of ice. Sabretooth, Avalanche, Toad, and Mystique are all immobilized. Pyro proceeds to unleash a wave of fire, but is interrupted as he's YANKED INTO THE AIR by Angel, and sent tumbling into SCANNER.**

 **ANGEL**

 **Whooo! I could do this all day!**

 **Mystique SNARLS, enraged. Her foot is frozen to the ground. Toad cradles his tongue, frozen in its outstretched state. He WHINES in pain. Sabretooth furiously claws at the ice on his legs. Angel SWOOPS DOWN, extending a hand to Hank. He grabs it.**

 **The GROUND BEGINS TO RUMBLE.**

 **ANGEL**

 **Iceman!**

 **ICEMAN**

 **On it!**

 **As directed, Iceman goes in for Avalanche, keeping him distracted with punches and ice blasts while Angel gets to work.**

 **Angel's flying is a bit labored under Hank's weight, but it's no matter. Angel drops Hank down near Scott. Immediately, Hank takes out Scott's shades and puts them in place.**

 **Angel takes Jean while Beast takes Scott, and they both high-tail it to the Jeep. Angel puts Jean in the car. Hank gently but quickly deposits Scott in the passenger seat and hurriedly scrambles into the driver's seat.**

 **Iceman is still shooting ice blasts, but he's having a hard time keeping Avalanche distracted. Logan stands off to the side, merely watching.**

 **Rogue slowly stirs awake, and takes in the chaos all around her. Hank looks back and locks eyes with her for a moment.**

 **(CONTINUED)**

 **CONTINUED:** **72.**

 **DR. HANK MCCOY**

 **Come with us!**

 **She slowly shakes her head, backing away.**

 **DR. HANK MCCOY (CONT'D)**

 **Please!**

 **Just like that, she's gone, running away into the woods.**

 **Meanwhile, Sabretooth has clawed himself free.**

 **ANGEL**

 **Doc, it's time to go!** **Now!**

 **Hank starts the car and they start to speed away. Angel is perched on the roof, holding on as it departs. Iceman is sliding behind the car, keeping perfect speed with it.**

 **Jean slowly opens her eyes a crack, just in time to see Logan through the bloodied rear window. She weakly puts her fingers on the glass. Logan keeps a dispassionate expression. Sabretooth runs by him, grabbing him, YELLING at him.**

 **The two run into the woods, disappearing from view entirely.**

 **INT. THE BROTHERHOOD HQ - LATER**

 **On a large TV screen, Max sits and watches a new broadcast showing cell phone footage of the fight at the truck stop. Senator Kelly speaks through picture-in-picture. The headline "MUTANT MENACE!" hangs above the video in bold white lettering.**

 **SENATOR KELLY**

 **(on television)**

 **These mutants pose a very real and present threat to the safety and well-being of the American people. It is no longer about race, or questionable ethics, it's about the security of our great nation.**

 **Kelly is replaced by Stryker.**

 **BILL STRYKER**

 **(on television)**

 **That was Senator Robert Kelly, who's just proposed a new defense spending bill that would finally recognize mutants as the catastrophic threat we know them to be.**

 **(CONTINUED)**

 **CONTINUED:** **73.**

 **Max watches, bemused. His earpiece flashes a small red light. It catches his eye. He picks it up and puts it in his ear, then presses a button on it. The voice on the line is Mystique's.**

 **MYSTIQUE (O.S.)**

 **It's already on the news, isn't it?**

 **MAX EISENHARDT**

 **It's been airing nonstop.**

 **BILL STRYKER**

 **(on television)**

 **In light of these events, Trask Industries has announced that they are accelerating development of a new technology for mutant control. While this project has been kept a tightly guarded secret, it will be revealed to the public at their trade show tomorrow.**

 **Magneto turns the TV off.**

 **MYSTIQUE (O.S.)**

 **Do we return and prepare for the**

 **trade show?**

 **MAX EISENHARDT**

 **No. Take the others and find the escaped subjects. They are the most valuable pawns on the board right now.**

 **MYSTIQUE (O.S.)**

 **If recruiting them doesn't work?**

 **MAX EISENHARDT**

 **Make sure Xavier can't recruit them either.**

 **MYSTIQUE (O.S.)**

 **Understood.**

 **He removes the earpiece, ending the call. He crosses his fingers, forming a contemplative pyramid with his hands.**

 **74.**

 **INT. XAVIER INSTITUTE, XAVIER'S OFFICE - DAY**

 **The office is bustling with discussion and activity. Ororo tends to Scott's injuries. Hank - heavily bandaged - is shining a soft light in Jean's right eye, and then the left. He nods and puts the light away. Warren and Bobby are angrily pacing.**

 **Xavier is the eye of the storm, eyes closed and silent.**

 **SCOTT SUMMERS**

 **If the Brotherhood wants a fight, we should give them one now!**

 **JEAN GREY**

 **And what about Rogue? She's scared and she doesn't know her own strength, we can't just leave her out there.**

 **DR. HANK MCCOY**

 **We're no good to Rogue or anyone else if we go back out like this. We need to regroup. Get our bearings.**

 **SCOTT SUMMERS**

 **You think the Brotherhood is gonna do that? Or those killing machines who're still out there? You think they're just gonna go home and lick their wounds?**

 **Hank goes to reply, but is cut short as Bobby interjects abruptly.**

 **BOBBY DRAKE**

 **Maybe somebody would like to tell me what the hell we were sent into? Sure, Scott and Jean are in trouble. But a damn war zone? The Brotherhood?**

 **WARREN WORTHINGTON III All those civilians in danger. What the hell were you thinking?**

 **DR. HANK MCCOY**

 **We didn't go looking for a fight.**

 **SCOTT SUMMERS**

 **They got the drop on us. Which is why we need to attack them now when they least expect it.**

 **(CONTINUED)**

 **CONTINUED:** **75.**

 **WARREN WORTHINGTON III**

 **You don't get to make that call.**

 **SCOTT SUMMERS** **BOBBY DRAKE**

 **Excuse me?!** **Whoa, guys.**

 **WARREN WORTHINGTON III (CONT'D)**

 **You think you're fit to lead after**

 **what happened out there?!**

 **SCOTT SUMMERS**

 **I'm the team captain here.**

 **WARREN WORTHINGTON III Yeah, in the Danger Room! But out here in the real world, you get put in charge and you fail the mission.**

 **JEAN GREY**

 **(to Warren)**

 **You are way out of line.**

 **WARREN WORTHINGTON III** **People are dead!** **Your recruit is still out there, the Brotherhood did all that damage while kicking your asses, and you let them get away. You want to tell me that's not a failure?!**

 **Scott can only sit there, fuming. He doesn't know how to argue the point.**

 **WARREN WORTHINGTON III (CONT'D)**

 **We need to go back for those other**

 **two. The ones that caused the**

 **explosion. Take them out before**

 **anyone else gets hurt.**

 **SCOTT SUMMERS**

 **You think you're the leader now?**

 **Like you could do so much better?**

 **WARREN WORTHINGTON III At least I got everyone back here alive!**

 **STORM**

 **(bellowing)**

 **ENOUGH. You did not train together for so long just to-**

 **(CONTINUED)**

 **CONTINUED:** **76.**

 **XAVIER opens his eyes and raises a hand - instantly quieting everyone. He looks over at the door on the far side of the room, it slides open at his gesture.**

 **Standing on the other side are Kitty, Kurt, and Piotr, collectively looking like a deer caught in the headlights.**

 **KURT WAGNER**

 **...We can explain.**

 **PIOTR RASPUTIN**

 **Professor! I am sorry, I know I**

 **should not have-**

 **Kitty storms in, cutting him off.**

 **KITTY PRYDE**

 **You know what?! No! Piotr is just as much a part of this team as Warren and Bobby. It's not fair he has to sneak around and eavesdrop just to stay informed!**

 **PROFESSOR XAVIER**

 **You're right, Miss Pryde.**

 **She's ready to rebut, but realizes he just agreed with her.**

 **KITTY PRYDE**

 **I... I am?**

 **PROFESSOR XAVIER**

 **Yes, you are. Piotr should have**

 **been included from the beginning.**

 **Mea culpa. But where does that**

 **leave you and Mister Wagner?**

 **Piotr steps forward.**

 **PIOTR RASPUTIN**

 **Professor, they are rough around**

 **the edges but are ideal recruits. I**

 **vouch for them myself.**

 **STORM**

 **They are his responsibility. We**

 **made an arrangement.**

 **Professor eyes them for a moment and then nods.**

 **PROFESSOR XAVIER**

 **Very well. Nevertheless, they are not to be included in this present discussion.**

 **(CONTINUED)**

 **CONTINUED:** **77.**

 **Xavier wheels closer to them.**

 **PROFESSOR XAVIER (CONT'D) We've still yet to address your stunt in the Danger Room.**

 **He raises an eyebrow at Kitty and Kurt, then dismisses them with a nod. Dejectedly, they turn to leave, but Kitty stops, thinking for a moment. She turns back, taking a bold step back into the room.**

 **KITTY PRYDE**

 **Have any of you been to the student lounge lately? Because everyone is scared to death-**

 **PROFESSOR XAVIER**

 **You're dismissed, Miss Pryde.**

 **KITTY PRYDE (CONT'D)**

 **-and they should be. Because it's**

 **the Brotherhood making all the**

 **headlines right now, and** **they** **get**

 **to be the ones who decide what** **we**

 **are!**

 **Everyone is quiet. Scott lowers his head. Warren and Bobby look at each other.**

 **KITTY PRYDE (CONT'D) But Piotr told me about this** **great** **team. This fantastic idea about a team of mutants helping people. Protecting them. So that people wouldn't have to be afraid of us. I don't see** **that** **team in this room.**

 **Kitty looks around once more at everyone.**

 **KITTY PRYDE (CONT'D)**

 **Be** **that team. Be the team** **I** **was**

 **proud to join. Be the team** **they**

 **need you to be.**

 **She points to a screen, paused on an news broadcast, showing an image of frightened bystanders from the truck stop fight. Without another word, Kitty and Kurt leave together. Xavier closes the door TELEPATHICALLY and smiles briefly.**

 **PROFESSOR XAVIER**

 **(to Colossus)**

 **An ideal recruit, indeed.**

 **(CONTINUED)**

 **CONTINUED:** **78.**

 **Scott nods to himself. Xavier wheels himself to the front of the room, turning and addressing the group which slowly starts to form a line. All of them are waiting to hear what Xavier has to say.**

 **PROFESSOR XAVIER (CONT'D) Right now, the Brotherhood knows that there are mutants who stand against them. And the world knows it too. But we need to send the message that this resistance is not going away. We are not some amateur militia rounded up at the last minute only to give up just as quickly.**

 **He looks each one of them in the eyes.**

 **PROFESSOR XAVIER (CONT'D)**

 **We are the X-Men.**

 **Hank grins to himself.**

 **PROFESSOR XAVIER (CONT'D)**

 **Hank, it's time.**

 **DR. HANK MCCOY**

 **I've been waiting for this...**

 **INT. XAVIER INSTITUTE, LOWER LEVEL - CONTINUOUS**

 **Hank opens a door, leading everyone into... A CIRCULAR ROOM, WITH DISPLAY CASES. Each display case houses a different uniform for each different X-Man. Scott walks up to the one in the middle, he looks the suit up and down. It's complete with a new visor for him.**

 **Scott smirks to himself, and puts his hand on the glass.**

 **BOBBY DRAKE**

 **Costumes? Really?**

 **SCOTT SUMMERS**

 **Really** **. If we're going to be heroes**

 **a team of heroes - we're going to look like one.**

 **Bobby shrugs and nods, acknowledging that it makes sense.**

 **Scott's smile widens. Xavier nods, pleased.**

 **(CONTINUED)**

 **CONTINUED:** **79.**

 **WARREN WORTHINGTON III**

 **Who came up with the look?**

 **Hank beams with pride.**

 **DR. HANK MCCOY**

 **Scott and I designed them.**

 **Warren nods, fairly impressed.**

 **SCOTT SUMMERS**

 **Let's suit up.**

 **SERIES OF SHOTS - MONTAGE:**

 **Jean slips on her gloves.**

 **Colossus adjusts his vest.**

 **Iceman latches his boots shut.**

 **Angel spreads his wings, eyeing their range of movement with the new gear on.**

 **Beast fastens his belt with a CLICK. The buckle is the 'X' logo.**

 **Cyclops stands up and puts his new visor on, the lens catches the light, sending a red shine across it.**

 **The team is assembled! Full costumed glory, awaiting orders. Xavier wheels in front of the group and turns around to face them.**

 **PROFESSOR XAVIER**

 **You are all X-Men now. Our teams are no longer training designations in the Danger Room. Blue team is mission ready, Gold team is backup and home defense.**

 **He looks across the X-Men with pride.**

 **PROFESSOR XAVIER (CONT'D) Those among you who were Gold team, consider this your opportunity to be on Blue team.**

 **Angel and Iceman look pleased as punch, Colossus looks conflicted. He struggles for a moment, but ultimately decides to speak up.**

 **(CONTINUED)**

 **CONTINUED:** **80.**

 **COLOSSUS**

 **Professor, I am not feeling like I should be leaving behind Kitty and Kurt.**

 **Storm and Xavier trade a nearly unnoticeable glance.**

 **PROFESSOR XAVIER**

 **What are you suggesting, Piotr?**

 **He contemplates his answer intensively.**

 **COLOSSUS**

 **They are my friends, and they want to be X-Men. They deserve a chance as well. Let me stay. Stay on Gold team. I will help train them.**

 **Xavier nods approvingly and looks at Storm.**

 **STORM**

 **He will not be alone, Professor.**

 **Colossus smiles at Storm.**

 **PROFESSOR XAVIER**

 **Very well.**

 **Piotr and Storm nod, then turn to leave.**

 **CYCLOPS**

 **Hey, Colossus!**

 **Colossus turns back. Cyclops gives him a confident nod.**

 **CYCLOPS (CONT'D)**

 **(you've got this)**

 **Good luck.**

 **Colossus nods and smiles.**

 **COLOSSUS**

 **You too. My comrades.**

 **Colossus and Storm leave the room.**

 **INT. XAVIER INSTITUTE, LOWER LEVEL - CONTINUOUS**

 **Blue team - consisting of Cyclops, Jean Grey, Beast, Angel, and Iceman - all gather in front of the Cerebro screens as Xavier briefs them.**

 **(CONTINUED)**

 **CONTINUED:** **81.**

 **CYCLOPS**

 **From what I gathered about Rogue, she seems intent on keeping her head down. And the Brotherhood won't be after her, not with those other two running around.**

 **BEAST**

 **I concur. Those other mutants are far more dangerous.**

 **PROFESSOR XAVIER**

 **Then they take priority.**

 **Xavier gestures to the Cerebro screens.**

 **PROFESSOR XAVIER (CONT'D) I've tracked the Cerebro interference moving west out of Alkali Lake.**

 **BOBBY DRAKE**

 **So we move in to intercept.**

 **WARREN WORTHINGTON III**

 **And see if the Brotherhood is**

 **there, too.**

 **SCOTT SUMMERS**

 **(to Jean)**

 **Do you think they'll take sides?**

 **JEAN GREY**

 **The bigger one is definitely**

 **against us. The one with metal**

 **claws... I don't even think he**

 **knows.**

 **BEAST**

 **Might I suggest we take the**

 **Blackbird this time?**

 **Angel looks around, puzzled.**

 **ANGEL**

 **Black... bird? What's the black**

 **bird?**

 **Cyclops and Jean smile. Angel looks at Iceman, who shrugs an "I dunno".**

 **82.**

 **INT. XAVIER INSTITUTE, HANGAR - CONTINUOUS**

 **A small HIGH-SPEED TRAM rolls into a massive, pitch black room. The tram's doors open, and the Blue team steps out. Within seconds, overhead lights start to BUZZ to life, one row at a time, revealing...**

 **THE BLACKBIRD!**

 **Everything about this gorgeous plane is twenty or thirty years beyond anything in the sky right now. The entire Blue team looks up at the plane. Angel and Iceman are speechless. Cyclops smiles.**

 **CYCLOPS**

 **I never get tired of looking at**

 **this old bird.**

 **ANGEL**

 **You guys have got to let me fly**

 **this thing!**

 **ICEMAN**

 **Just because you have wings, doesn't mean you can fly a plane, Angel.**

 **He SCOFFS, ready to retort, but he's coming up empty. The rest of the team is already walking towards the Blackbird's ramp.**

 **INT. BLACKBIRD - CONTINUOUS**

 **The interior is sleek and high-tech, like the sub-levels of the institute. The team files in, Cyclops turns to them.**

 **CYCLOPS**

 **Alright, strap yourselves in.**

 **He eyes Angel as he makes his way to the co-pilot seat. Angel sits next to Jean, who's already buckled in. Beast makes his way to the pilot's seat. Iceman looks Jean's costume up and down, skeptically taking note of the armored shoulder pads.**

 **ICEMAN**

 **Shoulder pads? Really? Isn't that, like... a bit nineties?**

 **JEAN GREY**

 **(unperturbed)**

 **I think it works.**

 **(CONTINUED)**

 **CONTINUED:** **83.**

 **BEAST**

 **I think you look stunning, Miss**

 **Grey.**

 **JEAN GREY**

 **Why, thank you, Doctor.**

 **Beast and Cyclops are prepping for liftoff, flipping switches and performing checks. Above them, we hear a HATCH OPEN. Cyclops glances back over his shoulder at Iceman.**

 **CYCLOPS**

 **Originally, the outfits were gonna be black leather, but frankly...**

 **that wouldn't have sent the right message.**

 **Jean smirks to herself, Iceman looks ever so slightly perplexed.**

 **ICEMAN**

 **What, did you guys get focus groups in here or something?**

 **ANGEL**

 **Iceman... you're a** **superhero** **now.**

 **Embrace it** **.**

 **Beast smiles. Cyclops looks over at him.**

 **CYCLOPS (CONT'D)**

 **Ready?**

 **Beast smiles and flips a few more switches.**

 **BEAST**

 **Ready.**

 **Cyclops presses one last button. The engines HUM to life.**

 **ICEMAN**

 **Huh. I expected something louder.**

 **More aggressive.**

 **JEAN GREY**

 **It's a stealth plane.** **Stealth** **.**

 **CYCLOPS**

 **Fast and lightweight. Not an ounce of metal anywhere.**

 **(CONTINUED)**

 **CONTINUED:** **84.**

 **ANGEL**

 **Wait, so what are we flying? Cheap plastic?!**

 **Cyclops grins.**

 **CYCLOPS**

 **Punch it.**

 **ANGEL**

 **Wait, wait, hold up-**

 **Beast pulls up on one of the levers.**

 **EXT. BLACKBIRD - TRAVELING**

 **From a hatch in the ground a couple of miles from the mansion, IT EMERGES! The Blackbird rises upward on vertical engines as the hatch closes beneath it. The engines shift, and the Blackbird soars off into the sky.**

 **INT. XAVIER INSTITUTE - CONTINUOUS**

 **Piotr, Kurt, and Kitty all look out a window, seeing the Blackbird take to the skies. Piotr grins softly.**

 **KITTY PRYDE**

 **(whispers)**

 **Go get 'em.**

 **EXT. FOREST, NORTH DAKOTA - DAY**

 **Logan and Sabretooth are SPRINTING THROUGH THE WOODS. Trees and branches whip by incredibly fast. After a moment, Logan stops. Sabretooth notices and stops as well. They both catch their breath.**

 **LOGAN**

 **Where are we going, Victor?**

 **Sabretooth doesn't answer.**

 **LOGAN (CONT'D)**

 **What's the mission?**

 **Sabretooth is pacing, he GROWLS at the question.**

 **SABRETOOTH**

 **We keep doing what we've always**

 **done. We kill.**

 **(CONTINUED)**

 **CONTINUED:** **85.**

 **LOGAN**

 **Sounds great. Who are we killing?**

 **Sabretooth gets RIGHT INTO LOGAN'S FACE.**

 **SABRETOOTH**

 **(shouting)**

 **Anyone we want! It's not just**

 **contract killings anymore, we're**

 **free now!**

 **LOGAN**

 **Right. We're free. We can do**

 **anything.** **Anything** **.**

 **SABRETOOTH**

 **What else are we gonna do? Huh? Take a desk job? Drive a taxi? This is what they made us.**

 **LOGAN**

 **Yeah, it is. And where are "they"**

 **now?**

 **Sabretooth grins: A thought just came to him.**

 **SABRETOOTH**

 **We could go after them.**

 **LOGAN**

 **What?**

 **SABRETOOTH**

 **You need a mission? There it is. We find whoever scrambled our brains and we show every last one of them what they made.**

 **Logan thinks. Then he nods and offers his hand.**

 **LOGAN**

 **I've got your back.**

 **They clasp hands and touch foreheads.**

 **SABRETOOTH**

 **I've got yours. Always.**

 **They two men are suddenly distracted. Their gazes both snap into the distance, as if they smell something. After a moment, Mystique steps into view, followed by Scanner. One by one, the other Brotherhood mutants do as well.**

 **(CONTINUED)**

 **CONTINUED:** **86.**

 **MYSTIQUE**

 **You two aren't easy to keep up**

 **with.**

 **LOGAN**

 **We like it that way.**

 **Mystique approaches them, gesturing "I mean you no harm" with her hands.**

 **MYSTIQUE**

 **I speak for The Brotherhood of**

 **Mutants. These are my comrades.**

 **She gestures to the others behind her.**

 **SABRETOOTH**

 **The Brotherhood, huh? Never heard of them.**

 **TOAD**

 **What, have you been living under a rock?!**

 **LOGAN**

 **Something like that.**

 **Mystique motions for Toad to stay quiet.**

 **MYSTIQUE**

 **That was a very impressive show of force yesterday.**

 **SABRETOOTH**

 **Just some kids who got in our way.**

 **MYSTIQUE**

 **Not exactly. They were all young**

 **mutants. And why do you suppose**

 **they "got in your way"?**

 **LOGAN**

 **You tell us, lady.**

 **MYSTIQUE**

 **They were trying to defend everyone else there. People. Humans. The very same ones who would call for their extermination, just for being different.**

 **She stares each of them in the eyes.**

 **(CONTINUED)**

 **CONTINUED:** **87.**

 **MYSTIQUE (CONT'D)**

 **But why should** **we** **bow down to them? They're insects, compared to the power we have.**

 **SABRETOOTH**

 **Skip to the end, will ya? What do you want from us?**

 **MYSTIQUE**

 **All you have to do is join us. Then we build a world together where you can hunt those lesser mortals to your heart's content.**

 **LOGAN**

 **And those other kids?**

 **MYSTIQUE**

 **All** **who oppose us will die.**

 **Sabretooth grins (it's terrifying) at the sound of that. He nods. Mystique does as well. She then looks at Logan.**

 **MYSTIQUE**

 **And you?**

 **He gives his chin a contemplative scratch as he looks at the other mutants. Then back at Mystique.**

 **LOGAN**

 **One condition.**

 **Mystique listens intently.**

 **EXT. YONKERS, TRASK TRADE SHOW - DAY**

 **Massive crowds have gathered for the trade show. Beyond the actual audience and the press, there are hundreds of PROTESTERS as well: half in favor of mutant rights, half in favor of just about anything else. Cops enforce the lines holding the protesters back from each other and the trade show venue.**

 **The whole scene is being watched from...**

 **88.**

 **INT. NEARBY BUILDING - CONTINUOUS**

 **The entire floor is empty, waiting for some new business to come and take a lease. Two figures stand at the window, looming over the venue. One of them is Max Eisenhardt. The other is a giant mountain of a man named BLOB. The two of them are watching live coverage of the trade show on a cell phone.**

 **INT. GOVERNMENT OFFICE, WASHINGTON D.C. - CONTINUOUS**

 **Senator Kelly sits at his desk, watching coverage of the trade show on his TV. Kelly takes out a bottle, pours himself a finger of whiskey. He raises the glass to his TV.**

 **SENATOR KELLY**

 **To Project: Wideawake.**

 **Kelly drains his glass just as his phone BUZZES. He answers it.**

 **SENATOR KELLY**

 **Yes?**

 **VOICE ON PHONE (O.S.) Sir. We've secured all the data we can salvage.**

 **SENATOR KELLY**

 **Excellent work. Have it sent to my**

 **secure e-mail right away.**

 **VOICE ON PHONE (O.S.)**

 **Yes, sir.**

 **SENATOR KELLY**

 **Now get everything packed up.**

 **Remember, we want it to look-**

 **VOICE ON PHONE (O.S.) Sorry, sir, just a moment. There's something...**

 **SENATOR KELLY**

 **What?**

 **VOICE ON PHONE (O.S.) Something's not right, there's- OH MY GOD!**

 **89.**

 **The voice on the phone SCREAMS, SHOUTING INCOHERENTLY. He's drowned out by the sounds of GUNFIRE and even more SCREAMING. Kelly pulls the phone away from his head in horror. He stares at it in shock, unsure of whether he even wants to know what's going on.**

 **INT. WEAPON X FACILITY - CONTINUOUS**

 **Blood and smoke everywhere. LOGAN AND SABRETOOTH slaughter the guards, tanking all the gunfire without a problem. PYRO and AVALANCHE dish out collateral damage.**

 **EXT. WEAPON X FACILITY - CONTINUOUS**

 **SCANNER and TOAD are holding a perimeter, taking out anyone who tries to get away.**

 **TOAD**

 **Die, die, die! Bow before the**

 **Brotherhood or** **die** **!**

 **The cars and mobile work stations are all smoldering wrecks. Somebody - cut up and bloodied beyond recognition - tries to crawl through a shattered car window. Then MYSTIQUE steps in out of nowhere. The would-be survivor slowly looks up, only to see her yellow eyes shine with a diabolical smile.**

 **INT. BLACKBIRD - TRAVELLING, CONTINUOUS**

 **Jean Grey's eyes are closed tightly, her brow furrowed intensely.**

 **JEAN GREY**

 **Scott!**

 **He looks back over his shoulder.**

 **CYCLOPS**

 **What is it?**

 **JEAN GREY**

 **It's the two mutants. They're back at the facility.**

 **Cyclops nods to Beast, who VEERS THE PLANE onto a new course.**

 **CYCLOPS**

 **You can read them?**

 **(CONTINUED)**

 **CONTINUED:** **90.**

 **JEAN GREY**

 **No, but I can hear the civilians.**

 **ANGEL**

 **Civilians.**

 **JEAN GREY**

 **It's chaos. Complete destruction.**

 **CYCLOPS**

 **(to Beast)**

 **Step on it. Now.**

 **The plane SPEEDS UP.**

 **JEAN GREY**

 **Scott... they're not alone.**

 **ICEMAN**

 **You mean the Brotherhood?**

 **JEAN GREY**

 **The ones from the truck stop. I**

 **think.**

 **CYCLOPS**

 **Try and tap into one of them. See if we can't get a better idea of what's going on down there before we land.**

 **She nods and focuses. PUSH IN on Jean's forehead.**

 **JEAN'S POV: Not unlike Cerebro. Jean looks ahead to the facility. The lights are an incomprehensible mass of fear and bloodlust. But one light is off to the side, and it appears to be relatively calm and focused. Jean goes in and touches SCANNER. Images of the Brotherhood scroll before her eyes.**

 **EXT. WEAPON X FACILITY - CONTINUOUS**

 **Scanner's expression darkens. She knows something's wrong.**

 **SCANNER**

 **Mystique!**

 **Scanner runs toward Mystique, waving her down. Scanner points to her temple.**

 **(CONTINUED)**

 **CONTINUED:** **91.**

 **SCANNER (CONT'D)**

 **We've got company. Somebody's up**

 **here.**

 **MYSTIQUE**

 **Toad, look alive! We've got mutants inbound!**

 **Toad cackles at the thought. Mystique turns back to Scanner.**

 **MYSTIQUE (CONT'D)**

 **I'll cover you. Slow them down any way you can. Remember-**

 **Mystique jabs a finger at Scanner's forehead.**

 **MYSTIQUE (CONT'D)**

 **-this is** **your** **battlefield.**

 **Scanner nods and lays down on the ground. She closes her eyes.**

 **INT. BLACKBIRD - TRAVELLING, CONTINUOUS**

 **Jean's eyes SHOOT OPEN.**

 **BOBBY DRAKE**

 **Jean? What's wrong?**

 **JEAN GREY**

 **She's gone.**

 **The familiar ENERGY GHOST drifts in to join them. None of them notice.**

 **ANGEL**

 **What do you mean, she's gone?**

 **JEAN GREY**

 **She just disappeared. I don't-**

 **Scanner's ghost presses her fingers to Jean's temples. JEAN convulses under the applied BIOELECTRIC SHOCK. The other X-Men look on, helpless. Cyclops unfastens his harness and HURRIES over to her.**

 **CYCLOPS**

 **Jean, fight her! Push back!**

 **She grits her teeth and exhales...**

 **(CONTINUED)**

 **CONTINUED:** **92.**

 **JEAN GREY**

 **Way ahead of you.**

 **Jean lowers her head, focusing her calm.**

 **INT. WEAPON X FACILITY - CONTINUOUS**

 **Scanner lies on the ground. She's subtly twitching, but she's in control.**

 **SCANNER**

 **(muttering)**

 **Stay down. Stay down. Just give up already.**

 **INT. BLACKBIRD - TRAVELING, CONTINUOUS**

 **Jean JERKS BACK IN HER SEAT, HER EYES ROLLING BACK IN HER HEAD. Scott grabs her hand.**

 **ICEMAN**

 **Jean, you've got this!**

 **ANGEL**

 **Come on, bring it!**

 **Slowly she refocuses, there's RAGE AND FIRE in her eyes. The ENERGY GHOST is struggling to hold on, but it's like her hands are somehow TURNING INTO FIRE.**

 **INT. WEAPON X FACILITY - CONTINUOUS**

 **SCANNER is thrashing uncontrollably, groaning in pain. Her hands begin to SMOLDER and turn black. The ENERGY GHOST plummets from the sky. Just as it SLAMS into Scanner's body, she wakes up SHRIEKING. She's mentally and physically broken, at least for the moment.**

 **Mystique glares at her. The defeated mutant is trembling, unsure what to do.**

 **INT. BLACKBIRD - TRAVELING, CONTINUOUS**

 **Scott slowly eases up on Jean's hand. It doesn't seem she even notices.**

 **CYCLOPS**

 **(panicked)**

 **Jean?!**

 **(CONTINUED)**

 **CONTINUED:** **93.**

 **She doesn't answer, but the glow behind her eyes is dissipating. Her expression returning to normal. Jean gives him a firm nod.**

 **JEAN GREY**

 **I'm alright, Scott. The other one got it way worse.**

 **EXT. WEAPON X FACILITY - CONTINUOUS**

 **Scanner is stumbling out of the facility, headed off into the woods. She hears a faint RUMBLING above her. IT'S THE BLACKBIRD in the distance and closing in! She looks horrified and scrambles away as fast as she can.**

 **INT. BLACKBIRD - TRAVELING, CONTINUOUS**

 **CYCLOPS**

 **Angel, Iceman, you're up first.**

 **Clear a path.**

 **ICEMAN**

 **I guess this makes you my wingman.**

 **ANGEL**

 **Only if you can keep up!**

 **The two trade a grin.**

 **CYCLOPS**

 **Hey, Angel!**

 **Angel looks at Cyclops.**

 **CYCLOPS (CONT'D)**

 **Don't let them get away. Not this time.**

 **Angel gives him the devil horns. Cyclops hits a button, the ramp lowers, wind rushes by. Iceman and Angel JUMP OUT.**

 **EXT. WEAPON X FACILITY - CONTINUOUS**

 **The Brotherhood squad exits the facility (which is really more of a crater at this point) to see the large stealth plane hovering almost right over them. ICE BLASTS HIT IN FRONT OF THEM. Iceman slides in, ready to take on everyone.**

 **(CONTINUED)**

 **CONTINUED:** **94.**

 **MYSTIQUE**

 **(shouting)**

 **Get him!**

 **TOAD**

 **For the revolution!**

 **Avalanche starts to MAKE THE GROUND RUMBLE...**

 **ANGEL**

 **Yoink!**

 **Out of nowhere, ANGEL swoops in to pick up Avalanche by his shoulders and into the air. Avalanche struggles to fight back, but he's got no traction.**

 **ANGEL (CONT'D)**

 **Not so tough up here, are you?**

 **AVALANCHE**

 **Let go of me!**

 **ANGEL**

 **That's the plan!**

 **Angel tosses Avalanche upward, then grabs him by the ankles. Angel pirouettes in the air, spinning Avalanche around a few times before THROWING HIM into the distance.**

 **We follow ANGEL as he soars back to the others. ICEMAN is struggling to keep everyone at bay. Just when Mystique comes in and knocks Iceman back, an OPTIC BLAST comes in to send her flying backward. The Blackbird has landed, and Cyclops is on the scene with Jean and Beast.**

 **Iceman and Angel go with them to regroup. Logan and Sabretooth exit the building as well, seeing the X-Men team in full glory.**

 **CYCLOPS**

 **We're still outnumbered here. Jean, are there any civilians left inside?**

 **JEAN GREY**

 **Only a few. I can find them.**

 **He locks eyes with Logan for a second.**

 **CYCLOPS**

 **Then they're our priority. Jean,**

 **get in there and get them out.**

 **Beast, we'll try and reason with**

 **(MORE)**

 **(CONTINUED)**

 **CONTINUED:** **95.**

 **CYCLOPS (cont'd)**

 **the two we came for. Angel, Iceman, cover us.**

 **Angel and Iceman zip towards the Brotherhood squad, scattering them.**

 **CYCLOPS (CONT'D)**

 **Let's go!**

 **Jean sprints for the entrance. Logan watches her run, but does nothing. Sabretooth makes a move toward her, but Cyclops cuts him off with another OPTIC BLAST. Logan and Sabretooth both turn to Cyclops and Beast.**

 **BEAST**

 **Hello again! Would you mind if we started over? I think we got off on the wrong foot.**

 **SABRETOOTH gives a bloodthirsty grin. LOGAN extends his claws.**

 **EXT. YONKERS, TRASK TRADE SHOW - CONTINUOUS**

 **Trask stands on a platform, looking out over the audience. A MASSIVELY TALL OBJECT, covered in large tarps, towers behind him. He raises his hands to quiet the crowd.**

 **There's a palpable anxiety in the crowd. Trask stares solemnly into the crowd. He speaks into the microphone.**

 **BOLIVAR TRASK**

 **I'm no presenter. I'm no public personality. Some would say my lack of charisma is almost clinical. I can't comfort you with words, but I can answer the question.** **Your** **question.**

 **He pauses for dramatic effect.**

 **BOLIVAR TRASK (CONT'D)**

 **"Are we safe?"**

 **Another pause, even longer. The crowd is almost holding its collective breath.**

 **BOLIVAR TRASK (CONT'D)**

 **Yes.**

 **(CONTINUED)**

 **CONTINUED:** **96.**

 **The tarps fall off the object behind him, revealing a SENTINEL! It's twenty feet tall at least. The crowd collectively GASPS. Some aren't quite sure what it is.**

 **BOLIVAR TRASK (CONT'D) Introducing the Trask Industries Sentinel, Mark One. Keep in mind, this is not necessarily the final design.**

 **EXT. WEAPON X FACILITY - CONTINUOUS**

 **Pyro directs a wave of flames toward Iceman. Angel swoops in**

 **with a strong FLAP of his wings, Angel creates a GUST OF WIND powerful enough to throw Pyro's flames off course. Pyro and Angel go at it while TOAD snaps his tongue at Iceman. At the last minute, Iceman DODGES, instantly freezing Toad's tongue to the ground. That just leaves Mystique. Iceman coats himself in a kind of ICE ARMOR, blocking Mystique's punches and kicks.**

 **BOLIVAR TRASK (V.O.) Indeed, we anticipate the production of newer models to keep up with the latest discoveries. After all, the mutant epidemic is dangerous and ever-growing. More are coming every day, each one a new and unpredictable living weapon.**

 **EXT. YONKERS, TRASK TRADE SHOW - CONTINUOUS**

 **He's still on the stage, talking.**

 **BOLIVAR TRASK (CONT'D) Sentinel is a seeker drone, with clean ion-powered thrusters for flight and weaponry. Equipped with our own proprietary X-gene scanner and complete operational autonomy.**

 **EXT. WEAPON X FACILITY - CONTINUOUS**

 **Beast and Cyclops are busy keeping Wolverine and Sabretooth at bay. They can't seem to get a word in as they try not to die.**

 **(CONTINUED)**

 **CONTINUED:** **97.**

 **BOLIVAR TRASK (V.O.) It's designed to hunt down and capture - or kill, if necessary - dangerous mutants.**

 **INT. WEAPON X FACILITY - CONTINUOUS**

 **A small group of people are gathered in a darkened room with only one flickering light. Two or three of them have guns, standing guard for the others, who are huddled around a radio.**

 **There's a NOISE at the door. Everyone perks up and gets ready for whatever's coming through. The door seems to RIP ITSELF OFF ITS HINGES. It reveals Jean - in her element, she's even more radiant and gorgeous than ever. She motions for everyone to get moving, TELEPATHICALLY clearing a path through the detritus of the corridor.**

 **BOLIVAR TRASK (V.O.) No longer will we have to hide in fear! Never again will we have to question whether our friends and loved ones are even human! Ladies and gentlemen, this is the technology that will pull us from extinction!**

 **EXT. WEAPON X FACILITY - CONTINUOUS**

 **The X-Men keep the other mutants distracted while Jean leads the humans out of the facility. Toad sees this. He's finally able to snap his tongue free and charge after the bystanders.**

 **Jean stands in his way, throwing him backward with a TELEKINETIC PUSH.**

 **BOLIVAR TRASK (V.O.)**

 **Am I safe? Are my children**

 **safe? Are... we... safe?**

 **EXT. YONKERS, TRASK TRADE SHOW - CONTINUOUS**

 **Trask emphatically thrusts a hand towards the Sentinel behind him.**

 **BOLIVAR TRASK**

 **(shouting)**

 **YES. We are safe!**

 **98.**

 **INT. NEARBY BUILDING - CONTINUOUS**

 **Magneto slowly raises an outstretched hand towards the trade show venue.**

 **MAGNETO**

 **(to himself)**

 **No. No, you're not.**

 **Blob grins.**

 **EXT. YONKERS, TRASK TRADE SHOW - CONTINUOUS**

 **Over the applause, Trask hears electricity SURGE through the Sentinel. He slowly turns around, looking up at it. He's the size of an action figure next to the hulking machine that slowly TURNS ON. This wasn't supposed to be possible.**

 **BOLIVAR TRASK**

 **(whispering)**

 **What...?**

 **The Sentinel extends a hand toward Trask. From the palm, PREHENSILE CORDS shoot outward and wrap themselves around Trask.**

 **TRASK**

 **Override! Voice code-**

 **Trask is cut off: A cord has INJECTED HIM with a sedative. The Sentinel's abdomen slides open to reveal a HOLDING CELL, where Trask is safely deposited. Nobody in the AUDIENCE knows what to make of this.**

 **Then the Sentinel steps forward, smashing through the stage. The crowd bursts into panic and fear. The Sentinel raises a hand, sending an ENERGY BLAST into the crowd.**

 **INT. XAVIER INSTITUTE - CONTINUOUS**

 **Kitty and Kurt are in the student lounge, watching the TV news coverage of the Trask Trade Show. They watch in frozen horror as the Sentinel is unleashed on the crowd, killing indiscriminately.**

 **Kitty grabs Kurt by the arm, pulling him off the couch and towards the hallway. They're stopped in their tracks. Piotr is standing right there. He's still in uniform. Kitty looks up at him, unsure what he's going to say.**

 **(CONTINUED)**

 **CONTINUED:** **99.**

 **He's not looking at her at all, he's looking past her at the TV. A look of anger and horror creeps across his face. After a moment he looks down at Kitty.**

 **PIOTR RASPUTIN**

 **I'm driving.**

 **INT. XAVIER INSTITUTE, LOWER LEVEL - CONTINUOUS**

 **Xavier is in the Cerebro room, watching the screens. Storm is with him. One of the consoles BEEPS. She walks over to it and presses a button, pulling up security camera footage from the garage. Kitty, Kurt, and Piotr have taken the Jeep. Storm turns to the Professor.**

 **PROFESSOR XAVIER**

 **I know.**

 **STORM**

 **Shall I stop them?**

 **PROFESSOR XAVIER**

 **No...**

 **He turns to face her.**

 **PROFESSOR XAVIER (CONT'D)**

 **Suit up and join them.**

 **She nods and immediately exits the room. Xavier puts the Cerebro helmet on, focusing in on Cyclops.**

 **EXT. WEAPON X FACILITY - CONTINUOUS**

 **Cyclops stops for a moment, listening to something. Sabretooth ROARS and charges toward Cyclops, who repels him with a FULL BLAST.**

 **CYCLOPS**

 **Sorry, just gimme a sec.**

 **Cyclops goes back to listening. Then he nods to himself and goes to help Beast with Wolverine.**

 **BEAST**

 **What is it?**

 **CYCLOPS**

 **We've been chasing the wrong lead.**

 **All the action's out in Yonkers.**

 **(CONTINUED)**

 **CONTINUED:** **100.**

 **BEAST**

 **The Trade Show?**

 **CYCLOPS**

 **It's a massacre.**

 **Cyclops turns to Wolverine.**

 **CYCLOPS (CONT'D)**

 **You hear that? The Brotherhood is killing innocent people!**

 **WOLVERINE**

 **What's it to you?**

 **Wolverine redoubles his efforts. Sabretooth comes back into the fray before he's hit by FLYING ROCKS.**

 **Jean Grey is gesturing toward SMALL PIECES OF RUBBLE, all of them zipping around with the speed of miniature fighter jets. The rocks fly around every which way, pummeling the Brotherhood mutants.**

 **Mystique charges in to stop her. Jean sends a rock after her. Mystique DODGES it... and then dodges the SECOND ROCK behind that one. Jean wasn't expecting that. Mystique lands an UPPERCUT and the rocks fall from midair. Jean tries to block Mystique's blows, but she can only do so much.**

 **ANGEL**

 **Jean!**

 **Angel tries to go after Jean, but Toad LASHES OUT with his tongue and catches Angel by the foot. Angel tries to pull himself free, but Toad's tongue is too strong. Pyro's fire is more than enough to keep Iceman at bay while Toad WHIPS ANGEL AROUND this way and that, finally SMASHING HIM face down on the ground. Angel stops moving.**

 **TOAD**

 **Victory! Victory!**

 **ICEMAN**

 **Like hell, you slimy-!**

 **That lack of concentration costs him. Pyro gets in a good FIRE BLAST. Bobby tries to shield himself, but he's losing ground. Then SABRETOOTH gets thrown right into Pyro. Beast approaches Bobby.**

 **BEAST**

 **Trade?**

 **(CONTINUED)**

 **CONTINUED:** **101.**

 **ICEMAN**

 **Trade.**

 **The two high-five as Beast goes after Pyro and BOBBY focuses on keeping Sabretooth on ice. Meanwhile, Cyclops and Wolverine are still fighting.**

 **WOLVERINE**

 **Why are you here? Why do you care?**

 **CYCLOPS**

 **Because everyone has a choice - to do good, do bad, or do nothing.**

 **WOLVERINE**

 **Sometimes the choice is made for**

 **us.**

 **CYCLOPS**

 **You really believe that? Strong as you are, and you're still just a puppet?**

 **They pause for the briefest of moments.**

 **CYCLOPS (CONT'D)**

 **Or is this what you** **want** **to do with your talent?**

 **WOLVERINE**

 **You want to talk about talent?**

 **WOLVERINE gets in a blow strong enough to send Cyclops to the ground.**

 **WOLVERINE (CONT'D) Listen, bub. I'm the best there is at what I do. But what I do isn't very nice.**

 **EXT. YONKERS, TRASK TRADE SHOW - CONTINUOUS**

 **Piotr, Kitty, and Kurt have to abandon the Jeep well outside the Trade Show. Crowds of fleeing and panicked people have made driving impossible. It's complete pandemonium. The venue has a whole side blown open where the Sentinel exited. In the distance, the Sentinel is still firing off blasts into the crowd.**

 **KITTY PRYDE**

 **Kurt, can you get us closer?**

 **(CONTINUED)**

 **CONTINUED:** **102.**

 **KURT WAGNER**

 **Both of you?**

 **KITTY PRYDE**

 **Can you?**

 **KURT WAGNER**

 **I... Let me try something.**

 **He stands between them, an arm around each. BAMF! He teleports them into the air, HIGH ABOVE THE CROWD. They get a good look at the Sentinel as they free fall. It doesn't seem to notice them.**

 **KURT WAGNER**

 **I'm going to teleport us right behind it, but we're going to hit hard! Kitty?**

 **KITTY PRYDE**

 **I got it!**

 **BAMF! They're teleported to a mere ten feet above the ground, but the inertia of the free-fall has them falling with intense speed. Kitty holds on to them tightly. They phase right into the ground. It swallows them whole. Not a moment later, THEY EMERGE from the ground, ready to fight.**

 **PIOTR RASPUTIN**

 **Stand back!**

 **Piotr roars as HIS SKIN TURNS TO METAL (in perfect imitation of his "mutant power" move from the arcade game). The Sentinel looks back, finally noticing the trio.**

 **KITTY PRYDE**

 **(shouting)**

 **Piotr!**

 **Piotr charges the Sentinel's heel, grappling as much of it as he could. His metal fingers CRUNCH into the metal surface. He LIFTS AS HARD AS HE CAN. The Sentinel is caught off-balance for a moment.**

 **INT. NEARBY BUILDING - CONTINUOUS**

 **Magneto raises an eyebrow as he notices Piotr on the ground.**

 **MAGNETO**

 **And who might this be?**

 **He raises his other hand...**

 **(CONTINUED)**

 **CONTINUED:** **103.**

 **MAGNETO (CONT'D)**

 **You're not... entirely metal.**

 **He furrows his brow.**

 **MAGNETO (CONT'D)**

 **But it's** **enough** **.**

 **EXT. YONKERS, TRASK TRADE SHOW - CONTINUOUS**

 **PIOTR finds himself struggling. His grip on the Sentinel is pried loose. The Sentinel's foot SLAMS into the ground, knocking Colossus down. He staggers backwards, his movements robotic and jerky. Kitty and Kurt look at each other, worried. Piotr TRANSFORMS back to normal. He looks visibly confused. He shakes it off, and stands back with Kitty and Kurt.**

 **KITTY PRYDE**

 **What the hell was that?**

 **PIOTR RASPUTIN**

 **I...**

 **The Sentinel is still looming with a hand pointed toward them.**

 **SENTINEL**

 **TARGETS IDENTIFIED. MUTANTS.**

 **SURRENDER OR DIE.**

 **PIOTR RASPUTIN**

 **Run!**

 **Kurt TELEPORTS in one direction while Kitty and Piotr run in another direction, just CORDS from the Sentinel grasp the spot where they just were. Kitty and Piotr take cover while Kurt charges out into the open.**

 **KURT WAGNER**

 **Hey, over here! Come on, I'm right here!**

 **The Sentinel follows him with one hand, keeping the other on Kitty and Colossus.**

 **KURT WAGNER**

 **Oh-**

 **BAMF! Nightcrawler teleports away, and an ENERGY BLAST sears right through the puff of smoke he leaves behind.**

 **(CONTINUED)**

 **CONTINUED:** **104.**

 **KITTY PRYDE**

 **Piotr, what's going on?!**

 **PIOTR RASPUTIN**

 **I don't know! I feel fine now, but when I transformed, I-**

 **KITTY PRYDE**

 **Move!**

 **Kitty pushes Piotr, phasing them both through a car just before the Sentinel FIRES AGAIN.**

 **KITTY PRYDE**

 **You feel like you're in control.**

 **PIOTR RASPUTIN**

 **Yes.**

 **KITTY PRYDE**

 **Do you still have your strength?**

 **Piotr PUNCHES THE GROUND, leaving an indentation.**

 **KITTY PRYDE (CONT'D)**

 **That's good.**

 **PIOTR RASPUTIN**

 **Ow.**

 **KITTY PRYDE**

 **That's not so good.**

 **ANOTHER ENERGY BLAST! Kitty and Piotr are out in the open after the car they were hiding behind is sent SOMERSAULTING THROUGH THE AIR.**

 **KITTY PRYDE (CONT'D)**

 **What do we do now?!**

 **Suddenly, the sky darkens. Out of nowhere, a BOLT OF LIGHTNING strikes the Sentinel. Piotr, Kitty, and Kurt all look up. In full X-Men uniform, hovering in the sky on wings of pure wind, her eyes glowing an electric white, IT'S STORM.**

 **EXT. WEAPON X FACILITY - CONTINUOUS**

 **The X-Men are still hanging in there, but quickly losing ground to the Brotherhood. In particular, Cyclops has been knocked to the ground by Wolverine for what might be the fifteenth time.**

 **(CONTINUED)**

 **CONTINUED:** **105.**

 **WOLVERINE**

 **Stay down, kid. You're done.**

 **Cyclops slowly makes his way to his feet again. His teeth gritted, blood spilling down his chin. He's angry as much as he is hurt. Wolverine looks on intently.**

 **CYCLOPS**

 **I'm not even close to done.**

 **Toad jumps in, cackling.**

 **TOAD**

 **Don't you get it? You're going to die today! The almighty Brotherhood will reign supreme! No one can stop us!**

 **TOAD kicks Cyclops around. It's a lot easier now that Cyclops is barely able to fight back. Cyclops is knocked face-down in the mud. Toad plants a foot on his back.**

 **TOAD**

 **You will only get this one chance. Swear your undying allegiance to our cause, or die as a traitor to your own kind!**

 **CYCLOPS**

 **Go... to... hell!**

 **Cyclops tries to get back up, but Toad is too quick. The other mutants look on. The X-Men are still being held back.**

 **TOAD**

 **This is the decree of the Brotherhood: That all mutants will join us or burn! We will-!**

 **His sentence is cut short by a WET CRUNCH. Everyone turns to look as WOLVERINE PULLS HIS CLAWS FROM TOAD'S BACK. Toad slumps over, nothing but dead weight. Everyone is shocked.**

 **Wolverine turns to Sabretooth, retracting his claws.**

 **SABRETOOTH**

 **(shouting)**

 **What are you** **doing** **?**

 **WOLVERINE**

 **I didn't buy the party line the**

 **first time, and it sounded even**

 **worse coming from him.**

 **(CONTINUED)**

 **CONTINUED:** **106.**

 **SABRETOOTH**

 **We made a deal!**

 **WOLVERINE**

 **You want us to be like him?!**

 **Brainless, gutless slime - just**

 **asking to die!**

 **Wolverine turns to Mystique, pointing to Toad's corpse.**

 **WOLVERINE (CONT'D)**

 **Is this how you want us?!**

 **Disposable and stupid?!**

 **MYSTIQUE**

 **That wasn't the deal.**

 **WOLVERINE**

 **Bullshit! You're not leading**

 **warriors, you're leading sheep!**

 **I've been there, lady. I'm done**

 **with that game.**

 **Behind his back, Pyro gets a FIREBALL ready in his palm.**

 **SABRETOOTH**

 **There's no game, Logan. It's done!**

 **We don't have a leash anymore!**

 **LOGAN**

 **Looks to me like you're just**

 **trading one leash for another.**

 **SABRETOOTH**

 **You think they're any better?!**

 **Logan looks back to Toad's corpse. Then he looks to Cyclops, who's slowly pulled himself back up. Cyclops nods to Wolverine, making no move to attack or defend himself: This is entirely Logan's choice.**

 **WOLVERINE**

 **Yeah. I reckon they are.**

 **Sabretooth advances on Wolverine.**

 **SABRETOOTH**

 **They're not like we are. You know it. We're monsters!**

 **Wolverine walks to meet him. Cyclops snaps his gaze to Jean, who nods in turn.**

 **(CONTINUED)**

 **CONTINUED:** **107.**

 **WOLVERINE**

 **Whatever I am... whatever metal**

 **they coated my bones with...**

 **Wolverine's CLAWS EXTEND as he picks up speed.**

 **WOLVERINE (CONT'D)**

 **I'm no monster.**

 **CYCLOPS**

 **Jean, now!**

 **Jean closes her eyes. Before anyone else can react, the Brotherhood mutants are all blinded by a PSYCHIC BLAST.**

 **Pyro may be blinded, but he can still send FIRE out in random directions. Cyclops points to the Blackbird.**

 **CYCLOPS**

 **Angel!**

 **ANGEL**

 **I see it!**

 **Angel SWOOPS in front of the Blackbird, BLOWING HIS WINGS to keep the flames away from the jet. Iceman gets in close to Pyro, and knocks him out cold (Sorry!) with a right hook.**

 **CLOSE ON: Jean, who's struggling to keep the psychic blast going. Angel comes in.**

 **ANGEL**

 **Jean? Jean! You can let up now.**

 **Jean lets up and gives Angel an exhausted nod of gratitude.**

 **ANGEL(CONT'D)**

 **You good? Let's get out of here.**

 **Jean and Angel run past the Brotherhood mutants, all of whom are COATED IN ICE. Just as the Brotherhood begins shaking it off, Iceman starts retreating. Beast is almost to the jet already.**

 **This whole time, Wolverine and Sabretooth have been going at each other like animals. They're literally fighting each other tooth and nail, such a nasty and ugly melee that it's hard to tell who's winning.**

 **Until Wolverine has Sabretooth pinned on the ground with his first and third claws on either side of Sabretooth's neck.**

 **(CONTINUED)**

 **CONTINUED:** **108.**

 **CYCLOPS**

 **(shouting)**

 **No!**

 **Wolverine stops and looks back at Cyclops.**

 **CYCLOPS (CONT'D)**

 **That's not how we operate!**

 **WOLVERINE**

 **Yeah, well I'm not you, bub.**

 **The SECOND CLAW slowly slides into place on top of Sabretooth's throat.**

 **JEAN GREY**

 **(shouting)**

 **Logan!**

 **Wolverine hesitates at hearing his name. He looks over to Jean.**

 **JEAN GREY (CONT'D)**

 **You're not a monster. Remember.**

 **Wolverine looks back to Sabretooth, who's seething with rage.**

 **SABRETOOTH**

 **Come on, "** **Wolverine** **". Show me what you're really made of.**

 **There's a tense beat between them, as the second claw sits there, waiting above Sabretooth's throat.**

 **...So Wolverine raises his other set of claws and SKEWERS SABRETOOTH'S KNEE. Sabretooth ROARS with pain as Wolverine climbs off and retracts his claws. He walks toward the Blackbird.**

 **WOLVERINE**

 **(to Cyclops)**

 **He'll live. Let's go.**

 **Indeed, though Sabretooth can't stand yet, his leg is ALREADY HEALING. And the Brotherhood mutants are slowly starting to thaw.**

 **CYCLOPS**

 **X-Men! Let's get out of here! We've**

 **got another battle to fight.**

 **(CONTINUED)**

 **CONTINUED:** **109.**

 **As the X-Men scurry into the plane, Wolverine takes one last backward look at Sabretooth. We can already hear the JET ENGINES firing up. Wolverine takes his second claw and flips the bird to his old partner as the ramp goes up.**

 **SABRETOOTH**

 **TRAITOR!**

 **EXT. YONKERS, TRASK TRADE SHOW - CONTINUOUS**

 **We see Kitty PHASING through walls and rubble. Kurt is TELEPORTING all over the place. Both of them are ferrying survivors, escorting them to paths out of the area. Some survivors leave instantly, others linger to point their cell phone cameras at the unfolding battle between the Sentinel, Storm, and Colossus.**

 **STORM unleashes bolts of lightning down on the Sentinel. She can only slow the robot down. Colossus goes after the machine's feet, but he can only do so much without his metal form, and it's hard not to get stepped on.**

 **The Sentinel aims a hand at Colossus. Storm swats it away with MORE LIGHTNING. Sentinel returns fire with OPTIC BLASTS. Kitty comes running in.**

 **KITTY PRYDE**

 **What can we do?**

 **STORM**

 **Stay focused! We need everybody**

 **out!**

 **Colossus gets knocked down. The SENTINEL moves to step on him.**

 **KITTY PRYDE**

 **Piotr!**

 **STORM** **KURT WAGNER**

 **Wait!** **No!**

 **Kitty dives in after Piotr. Everything happens too fast for the eye to see as the Sentinel's foot comes CRASHING DOWN. Storm and Kurt look on, speechless and helpless. Nothing is phasing through the foot. The Sentinel turns its gaze to them.**

 **Suddenly cutting across the sky... THE BLACKBIRD! The massive plane lands between the fleeing crowds and the Sentinel.**

 **(CONTINUED)**

 **CONTINUED:** **110.**

 **The ramp lowers, and out come the X-Men! Cyclops immediately lets loose a MASSIVE optic blast at the Sentinel, staggering it backwards, but doing relatively little damage. A HUGE TELEKINETIC PUSH from Jean while it's off-balance and the Sentinel is sent CRASHING into the ground.**

 **CYCLOPS**

 **Sorry we're late. What's your**

 **status?**

 **Storm and Kurt can't answer that just yet. They're still looking at the small crater where the Sentinel stood mere moments ago. There's nothing inside.**

 **A tense beat passes, then KITTY AND PIOTR PHASE OUT OF THE GROUND, gasping for air. They lie there for a moment, one on top of the other, until they realize how awkward it is.**

 **They have no idea what to say until they remember the giant struggling to get back up.**

 **KITTY PRYDE**

 **Later?**

 **COLOSSUS**

 **Da. Later.**

 **Kitty and Piotr run to join their very relieved comrades. Wolverine exits the plane as well, pulling odd looks from the de facto Gold team.**

 **CYCLOPS**

 **We'll explain later. Wolverine,**

 **more X-Men. X-Men, Wolverine.**

 **KURT WAGNER**

 **I hope you guys came with a plan.**

 **COLOSSUS**

 **It has a hostage.**

 **ANGEL**

 **A hostage?!**

 **COLOSSUS**

 **Trask.**

 **KITTY PRYDE**

 **He's stuck inside that thing.**

 **ICEMAN**

 **Oh, well if it's Trask-**

 **(CONTINUED)**

 **CONTINUED:** **111.**

 **ANGEL**

 **Bobby.**

 **ICEMAN**

 **Yeah, okay.**

 **ELSEWHERE, various bystanders are watching on their cell phone cameras.**

 **BYSTANDER 1**

 **Is that the Wolverine?**

 **BYSTANDER 2**

 **Holy shit!**

 **INT. NEARBY BUILDING - CONTINUOUS**

 **Magneto eyes the unfolding scene below.**

 **MAGNETO**

 **Charles... you didn't warn them,**

 **did you? Foolish.**

 **Magneto gestures as Blob looks on with interest.**

 **EXT. YONKERS, TRASK TRADE SHOW - CONTINUOUS**

 **Suddenly Wolverine LURCHES. It looks as if his body is trying to tear itself apart. He desperately looks at Jean out of the corner of his eye, unable to even turn his head.**

 **JEAN GREY**

 **Logan, what's going on?**

 **WOLVERINE**

 **I don't know, Red! It's not me!**

 **PIOTR RASPUTIN**

 **Something like this happened to me**

 **earlier!**

 **BEAST**

 **In your metal form?**

 **PIOTR RASPUTIN**

 **Yes. How did you know?**

 **Storm and Beast shoot each other a glance. Wolverine's CLAWS slowly come out, almost like they're being pulled. He suddenly LUNGES into the crowd, but it's slow and jerky enough that everyone avoids him.**

 **(CONTINUED)**

 **CONTINUED:** **112.**

 **BEAST**

 **Storm, let's try the-**

 **STORM**

 **No better time, I agree.**

 **Storm waves her hands around Wolverine. A slightly visible field CRACKLES around Wolverine, and he's in control of his own body again.**

 **KURT WAGNER**

 **What is she doing?**

 **STORM**

 **It's a field of static electricity.**

 **BEAST**

 **To neutralize the magnetic field. We've never actually tried this before.**

 **KITTY PRYDE**

 **Magnetic field?**

 **CYCLOPS**

 **Eisenhardt. Jean, can you find him?**

 **JEAN GREY**

 **Not even the Professor could. He's got some way of blocking telepaths.**

 **INT. NEARBY BUILDING - CONTINUOUS**

 **With one hand, Magneto is gesturing for the Sentinel to stand upright. With the other hand, he's focusing on pushing through Storm's field. This divide in his focus is exhausting, and his strength is visibly faltering.**

 **BLOB**

 **Boss?**

 **MAGNETO**

 **(pained)**

 **Keep quiet and stand guard.**

 **EXT. YONKERS, TRASK TRADE SHOW - CONTINUOUS**

 **STORM**

 **I can't hold this forever. We need a plan, and fast.**

 **(CONTINUED)**

 **CONTINUED:** **113.**

 **Cyclops looks around, taking note of who's nearby. As Sentinel continues pushing itself upward, Cyclops notices its arm buckle - it was damaged by one of Storm's lightning strikes.**

 **CYCLOPS**

 **Colossus, how's your throwing arm?**

 **Off Piotr's inquisitive look...**

 **INT. NEARBY BUILDING - CONTINUOUS**

 **Reluctantly, Magneto shifts his focus over to the Sentinel, which steadily climbs up.**

 **EXT. YONKERS, TRASK TRADE SHOW - CONTINUOUS**

 **The Sentinel is back fully upright.**

 **CYCLOPS**

 **Iceman!**

 **ICEMAN**

 **I'm on it!**

 **Iceman goes in to freeze the Sentinel. It doesn't appear to do much, other than serve as a distraction.**

 **CYCLOPS**

 **(calling out to Iceman)**

 **Concentrate on the target! Stay**

 **clear of the hostage!**

 **Cyclops turns back to the group.**

 **CYCLOPS (CONT'D)**

 **Angel, Beast, you're up!**

 **They both go in. Angel flies around up high, diverting the Sentinel's fire. Beast goes in for the feet, trying to keep Sentinel in one spot. Iceman is still going after the joints. One elbow in particular...**

 **CYCLOPS**

 **Jean, keep him steady. Remember, we only get one shot at this.**

 **JEAN GREY**

 **Understood.**

 **She puts a finger to her temple in preparation.**

 **(CONTINUED)**

 **CONTINUED:** **114.**

 **CYCLOPS**

 **Colossus?**

 **Safe inside Storm's field of static, Colossus TRANSFORMS.**

 **WOLVERINE**

 **Let's get this over with.**

 **Colossus picks up Wolverine like he barely weighs anything.**

 **CYCLOPS**

 **On my signal...**

 **The Sentinel follows Angel. As it reaches out, the robot's FAULTY ELBOW is exposed!**

 **CYCLOPS (CONT'D)**

 **(shouting)**

 **NOW!**

 **Iceman launches one final ICE BLAST at the joint. Piotr spins and HURLS WOLVERINE THROUGH THE AIR! CYCLOPS FIRES A BLAST AT THE SENTINEL'S ARM JOINT, SHATTERING A GOOD SECTION OF THE OUTER ARMOR. Jean thrusts a hand out, steadying Wolverine's trajectory. Wolverine SAILS THROUGH THE AIR, CLAWS FIRST, roaring all the way.**

 **He hits the Sentinel like a BULLET. He goes STRAIGHT THROUGH the elbow, and the SENTINEL recoils from the impact to its side. ELSEWHERE...**

 **BYSTANDER 1**

 **Oh my God!**

 **BYSTANDER 2**

 **Tell me you got that!**

 **SPARKS FLY from the Sentinel's elbow joint. The lower arm briefly hangs on a wire before it SNAPS and falls to the ground with a THUNDEROUS BOOM!**

 **But Wolverine's not done. He's CLAWING HIS WAY up and out of the indent in the Sentinel's side, leaving a trail of claw marks along the way.**

 **INT. NEARBY BUILDING - CONTINUOUS**

 **MAGNETO**

 **Impertinent fool.**

 **Magneto directs a hand toward Wolverine.**

 **115.**

 **EXT. YONKERS, TRASK TRADE SHOW - CONTINUOUS**

 **Wolverine goes FLYING from the Sentinel.**

 **CYCLOPS**

 **Storm!**

 **Without needing any further direction, STORM flies up and catches Wolverine. The STATIC FIELD covers both of them.**

 **STORM**

 **Good work. Let's get you out of**

 **here.**

 **WOLVERINE**

 **Lead the way.**

 **The rest of the team watches as Storm flies Wolverine off the battlefield and into the distance. Colossus, naturally, is back to his fleshy skin.**

 **The Sentinel is still standing. Thinking fast, Beast tries to beat the Sentinel with its own DISEMBODIED ARM. The effort seems to be hurting Beast more than the Sentinel, however. The Sentinel FIRES A BLAST at Hank, who's sent running in the other direction. The Sentinel is back to Angel and Iceman, who can't keep evading forever.**

 **JEAN GREY**

 **We need a new plan.**

 **CYCLOPS**

 **The claw marks are key. We can concentrate all fire on that weak spot. But focus on the chest - not the gut.**

 **Cyclops fires a few OPTIC BLASTS to do just that. Iceman gets the signal to follow suit while Angel tries to keep the Sentinel's good hand away. Sentinel keeps its eyes on Cyclops, who can see what's coming.**

 **CYCLOPS**

 **Get down!**

 **Everybody dives for cover as the Sentinel sends an OPTIC BLAST sweeping through.**

 **KITTY PRYDE**

 **(to Jean)**

 **Can't you call Storm back? Bring in the new guy to poke some more holes in that thing?**

 **(CONTINUED)**

 **CONTINUED:** **116.**

 **CYCLOPS**

 **No good. Not with that magnetic**

 **field.**

 **We can practically see the light bulb turn on in Kurt's head. He turns to Cyclops.**

 **KURT WAGNER**

 **Magnets. You said there was a**

 **mutant controlling all of this**

 **through magnets.**

 **CYCLOPS**

 **That's right.**

 **KURT WAGNER**

 **So we find him and stop all this, ja?**

 **JEAN GREY**

 **Except we can't.**

 **KURT WAGNER**

 **Oh, yes we can. Kitty, Piotr, come with me!**

 **While Jean and Cyclops charge toward the Sentinel, Piotr runs to join Kitty and Kurt on the sidewalk.**

 **KURT WAGNER**

 **Piotr! Can you transform just a**

 **bit? Not your whole body. Just**

 **arms, maybe?**

 **Piotr can, and HE DOES.**

 **KURT WAGNER (CONT'D)**

 **Do you feel some kind of pull? Like magnets?**

 **Piotr takes a beat to focus. Sure enough, Piotr slowly turns, pointing his arms in the direction of an office building, completely untouched by the carnage.**

 **COLOSSUS**

 **(astonished)**

 **He's in there. I can feel it.**

 **Kitty smiles, impressed. Kurt is pleased with himself.**

 **KURT WAGNER**

 **(to Colossus)**

 **Show us the way!**

 **117.**

 **INT. NEARBY BUILDING - CONTINUOUS**

 **If Magneto knows what's going on with the ad hoc Gold team, he doesn't seem to care. He's still focused on the Sentinel...**

 **EXT. YONKERS, TRASK TRADE SHOW - CONTINUOUS**

 **...which is trying to swat away the X-Men with one hand. ANGEL is flying around with the Sentinel's disembodied arm, trying to use it as a blunt weapon. Everyone else is concentrating fire on the claw marks.**

 **Beast goes running back into the fray, but he STOPS when he sees what happens. BURSTS OF LIGHT are reflected on his face.**

 **BEAST**

 **Oh, my stars and garters...**

 **It's unstable with one thruster down, but Sentinel is definitely trying to TAKE FLIGHT. Thinking fast, Cyclops calls out to the rest of Blue team.**

 **CYCLOPS**

 **Get to the Blackbird!**

 **The team rushes back to the plane, and it LIFTS OFF just as the Sentinel manages to get itself fully airborne.**

 **INT. NEARBY BUILDING, STAIRWELL - CONTINUOUS**

 **BAMF! BAMF! BAMF! The Gold team is ascending the staircase, using Kurt's teleportation to move faster. Finally, they stop. Briefly, Colossus turns his hands to METAL again. He turns to the others and nods, pointing to the door in front of them.**

 **Kitty goes to open the door, but Colossus holds her back. Quietly, he points two fingers to his eyes, then points to the door: "Scout the place out first."**

 **Kitty nods acknowledgment and PHASES HER HEAD through the door. A second later, she pulls herself back into the stairway.**

 **KITTY PRYDE**

 **Outta the way! Outta the way!**

 **Kitty pushes the others to one side. A moment later, where Kitty just was, THE WALL EXPLODES. When the dust settles, there's THE BLOB.**

 **(CONTINUED)**

 **CONTINUED:** **118.**

 **KITTY PRYDE (CONT'D)**

 **Move!**

 **Kitty pulls everyone to the side, to PHASE through the wall and into...**

 **INT. NEARBY BUILDING - CONTINUOUS**

 **The Blob turns around to see our three heroes.**

 **COLOSSUS**

 **(to Kurt and Kitty)**

 **Go. I will hold him off.**

 **Kitty and Kurt run off. Blob marches after them. Colossus tries to wrestle Blob to the ground - even with all his strength, Piotr can't even slow Blob down.**

 **BLOB**

 **Is that all you got?**

 **Blob picks up Piotr without any effort.**

 **BLOB (CONT'D.)**

 **I've passed gas stronger than you.**

 **Blob THROWS Piotr hard enough to KNOCK OVER Kurt and Kitty.**

 **The three of them lay in a heap.**

 **Kurt comes around just in time to see that Blob is surprisingly agile for his size. In fact, he's JUMPED INTO THE AIR and he's falling toward our heroes.**

 **KURT WAGNER**

 **Look out!**

 **BAMF!** **THUD!** **Kurt was able to TELEPORT himself and his friends a safe distance away before Blob belly-flopped onto the space where they were. Blob picks himself up from the crater he created. Blob is now standing between Eisenhardt and the Gold team.**

 **KITTY PRYDE**

 **Guys, cover me. Keep him busy.**

 **COLOSSUS**

 **You can't take him on alone!**

 **KITTY PRYDE**

 **Keep him busy, just trust me!**

 **(CONTINUED)**

 **CONTINUED:** **119.**

 **Kitty runs toward Blob, who stands ready. Just as he moves to grab her, she PHASES right through him and goes straight for Magneto. Blob looks after her, dumbfounded. Blob starts charging toward her.**

 **BLOB**

 **No. No, nothing gets past me!**

 **Nothing can stop the Blob!**

 **BAMF! In a flash, Kurt teleports in and WHIPS HIS TAIL under Blob's feet. Blob is caught by surprise and lands with another floor-shaking** **THUD** **. Kurt and Piotr chuckle in spite of themselves. Blob is furious.**

 **Meanwhile, Kitty runs up to Magneto. She's stopped by a metal desk that ZOOMS IN to stop in front of her.**

 **MAGNETO**

 **That's far enough, young lady.**

 **KITTY PRYDE**

 **You have to stop this! Now!**

 **MAX EISENHARDT**

 **Too late for that, child.**

 **Somehow, Blob has picked himself up. He goes after Colossus, and THE TWO WRESTLE each other to a stalemate.**

 **Long enough for Kurt to TELEPORT over and climb on Blob's back, with his prehensile limbs held tightly in place. Piotr takes the advantage to keep on punching Blob, who barely seems to feel the blows. He's much more focused on thrashing around, trying to throw Kurt off.**

 **KITTY PRYDE**

 **This can't keep going. I have to**

 **stop you.**

 **MAX EISENHARDT**

 **If you do, what then?**

 **He points to the Sentinel, which is now hundreds - maybe thousands of feet in the air. And the Blackbird, which is close behind it.**

 **INT. BLACKBIRD - TRAVELING, CONTINUOUS**

 **The whole team is strapped in. They're unsure of what to do. Hank is keeping the Blackbird close to the Sentinel, evading its ENERGY BLASTS as they burn through the sky.**

 **(CONTINUED)**

 **CONTINUED:** **120.**

 **CYCLOPS**

 **Angel, if you and Iceman got out**

 **there, could you force it down?**

 **Angel stares out the cockpit window at the Sentinel.**

 **ANGEL**

 **I... not by ourselves.**

 **Cyclops shoots a look back over his shoulder at Iceman who slowly shakes his head.**

 **CYCLOPS**

 **Beast? Ideas?**

 **BEAST**

 **Sorry, I've got my hands full right now!**

 **Beast keeps weaving the plane through ENERGY FIRE. It's Jean who raises her hand, determined.**

 **JEAN GREY**

 **I've got an idea.**

 **INT. NEARBY BUILDING - CONTINUOUS**

 **MAX EISENHARDT**

 **After this, the Sentinel program will be discontinued for good. And Trask will either be dead or in my hands. I've already won.**

 **KITTY PRYDE**

 **So put the giant robot down and**

 **walk away!**

 **MAX EISENHARDT**

 **Interfere further and I will**

 **release the Sentinel. And the**

 **blasphemous neanderthal who built**

 **it. Think of all the damage done**

 **when it lands. All those wretched**

 **human lives so precious to you.**

 **What of them?**

 **Kitty looks to the Sentinel. She watches as the Blackbird chases down the Sentinel. Slowly, she sets her face in grim determination.**

 **(CONTINUED)**

 **CONTINUED:** **121.**

 **KITTY PRYDE**

 **They've got this.**

 **With a roar, KITTY charges to fight Max, PHASING through the office desk between them. His focus shifts to her.**

 **INT. BLACKBIRD - TRAVELING, CONTINUOUS**

 **CYCLOPS**

 **That's insane.**

 **JEAN GREY**

 **We can do it.**

 **CYCLOPS**

 **Or we could crush the plane!**

 **BEAST**

 **We don't even know if it was built for that!**

 **Iceman is looking out the windshield.**

 **ICEMAN**

 **Guys...**

 **EXT. HIGH IN THE AIR - CONTINUOUS**

 **The Sentinel hangs in the air for a moment. The electronics flicker as everything SHUTS DOWN.**

 **INT. BLACKBIRD - TRAVELING, CONTINUOUS**

 **Iceman pointing out the windshield, watching as the Sentinel starts to fall.**

 **ICEMAN**

 **Whatever we're doing, we'd better do it quick.**

 **Scott solemnly watches the robot. Suddenly, time slows down and he's 10 years old again. He's falling through the sky, watching his parents' plane burn into the distance.**

 **Cyclops turns to the others.**

 **CYCLOPS**

 **Let's do this.**

 **122.**

 **INT. NEARBY BUILDING - CONTINUOUS**

 **Magneto and Kitty are fighting each other to a stalemate. He's lunging after her with punches and kicks, using EVERY SCRAP OF METAL in the walls and ceilings to try and take her by surprise. She PHASES right through everything, but she can't land a hit on Magneto. Even without his powers, he's out of her league.**

 **Blob is on a RAMPAGE, running every which way, flailing his arms everywhere, DESTROYING EVERYTHING IN SIGHT as he tries to shake Kurt loose.**

 **PIOTR RASPUTIN**

 **He's doing too much damage, keep**

 **him contained!**

 **KURT WAGNER**

 **I'm open to ideas!**

 **Then Piotr sees Kitty fighting with Magneto. Against his first impulse, Colossus doesn't try to stop her. Instead, he TURNS METAL.**

 **Magneto notices the new metal in the room. It's not much of an opening, but it's enough. Kitty LANDS a good punch and now Magneto is on the defensive.**

 **COLOSSUS**

 **Keep at him, Kitty!**

 **Colossus charges toward Blob, winding up a good punch. Kurt is watching. Seconds before impact, he SPRINGS from Blob's back.**

 **Colossus lands a DEVASTATING HIT to Blob's jaw. The impact would be enough to level a house, but it's only enough to faze Blob. Colossus keeps landing punches but while Blob is left reeling, he's not going down.**

 **COLOSSUS**

 **Kurt, go!**

 **Kurt starts moving toward Kitty and Magneto.**

 **BLOB**

 **No, no, no!**

 **Finally, Blob grabs Colossus and THROWS HIM into Kurt. Piotr transforms back just as the two crash into each other. Again, Blob tries to belly-flop onto them. Again, Kurt and TELEPORT away before Blob lands. The impact seems to cause a lot more damage this time, as CRACKS AND CREAKS spread throughout the floor.**

 **(CONTINUED)**

 **CONTINUED:** **123.**

 **Kurt, Piotr, and Blob all trade looks.**

 **KURT WAGNER**

 **(to Blob)**

 **Dummkopf.**

 **The FLOOR GIVES OUT under Blob, who falls SCREAMING. Between the Blob's recklessness and Magneto's damage to the metalwork, the whole floor is about to collapse.**

 **PIOTR RASPUTIN**

 **Come on, let's go!**

 **INT. BLACKBIRD - TRAVELING, CONTINUOUS**

 **ANGEL**

 **We're ready, let's go!**

 **Angel and Iceman are in position, by the ramp. Cyclops hits a button, lowering the ramp. Air RUSHES THROUGH THE CABIN.**

 **EXT. HIGH IN THE AIR - CONTINUOUS**

 **The Sentinel is now PLUMMETING DOWN TOWARDS EARTH. ANGEL and ICEMAN fly from the Blackbird. Angel takes the remaining arm and Iceman takes a foot.**

 **INT. BLACKBIRD - TRAVELING, CONTINUOUS**

 **CYCLOPS**

 **Guys?**

 **Jean has a finger to her temple.**

 **JEAN GREY**

 **Ready.**

 **BEAST**

 **Ready.**

 **CYCLOPS**

 **Go!**

 **Together, Beast and Cyclops pull off a ton of complicated maneuvers with the levers and switches.**

 **124.**

 **EXT. HIGH IN THE AIR - CONTINUOUS**

 **The Blackbird's THRUSTERS are firing like never before. It approaches the Sentinel at an unusual angle as Angel and Iceman hold the robot steady.**

 **EXT. YONKERS, TRASK TRADE SHOW - CONTINUOUS**

 **The bystanders are still filming everything, spellbound by the sight.**

 **EXT. HIGH IN THE AIR - CONTINUOUS**

 **The Blackbird gently SCOOPS UP the Sentinel, resting the robot on the back of the plane as the jet levels with the ground and begins DESCENDING vertically.**

 **INT. BLACKBIRD - TRAVELING, CONTINUOUS**

 **The cabin CREAKS under the strain of the weight.**

 **CYCLOPS**

 **Ease up the weight, Jean!**

 **Jean is intensely focused on the roof of the jet.**

 **JEAN GREY**

 **I'm doing all I can, just land it!**

 **CYCLOPS**

 **(sotto)**

 **Come on, guys, help us out here.**

 **EXT. HIGH IN THE AIR - CONTINUOUS**

 **ANGEL and ICEMAN are both SCREAMING from the effort as they pull the Sentinel upward, easing the weight on the jet.**

 **INT. BLACKBIRD - TRAVELING, CONTINUOUS**

 **BEAST**

 **We're still coming in too fast!**

 **Cyclops thinks fast. He unbuckles himself.**

 **CYCLOPS**

 **(to Jean and Beast)**

 **Keep going, guys!**

 **(CONTINUED)**

 **CONTINUED:** **125.**

 **BEAST**

 **Scott, we-**

 **Before Beast can finish that sentence, he's struggling to deal with the controls by himself. Cyclops takes hold of a strap and hits the ramp button. WIND rushes in again.**

 **Once more, Cyclops stands at the open door of a falling airplane, clutching tightly to the inside. But he's no little boy anymore.**

 **With his free hand, Cyclops TAKES OFF HIS VISOR. His eyes are screwed shut. Cyclops points his head downward, out of the plane, and OPENS HIS EYES.**

 **EXT. HIGH IN THE AIR - CONTINUOUS**

 **The MASSIVE OPTIC BLAST hits the ground. Immediately, it works to slow the descent. It also puts the jet between Cyclops' optic blast and the weight of the Sentinel.**

 **INT. BLACKBIRD - TRAVELING, CONTINUOUS**

 **The jet is creaking and shaking terribly. An ALARM on the control is blaring. Jean is barely hanging in there from the effort.**

 **JEAN GREY**

 **Hank...**

 **BEAST**

 **Keep it steady, Jean, we're almost there! Scott, we're coming up soon!**

 **CYCLOPS**

 **Give the signal!**

 **EXT. YONKERS, TRASK TRADE SHOW - CONTINUOUS**

 **The Blackbird is shaky, but still descending. When it gets to about twenty or thirty feet...**

 **INT. BLACKBIRD - TRAVELING, CONTINUOUS**

 **BEAST**

 **NOW!**

 **CYCLOPS hurriedly covers his eyes and hangs on for dear life.**

 **126.**

 **EXT. YONKERS, TRASK TRADE SHOW - CONTINUOUS**

 **The Blackbird BANKS HARD and flies away as Angel and Iceman toss the Sentinel to the ground, where it lands with an earth-shaking THUD!**

 **Bystanders are looking on shock, cell phones pointed up as the Blackbird comes back around and lands.**

 **INT. BLACKBIRD - CONTINUOUS**

 **Jean and Beast hurriedly unbuckle themselves.**

 **JEAN GREY**

 **Scott!**

 **They run to Cyclops. He's still on the ground, with his arm around his eyes.**

 **JEAN GREY (CONT'D)**

 **Scott, please talk to me. What's**

 **wrong?**

 **CYCLOPS**

 **My visor. I dropped it.**

 **BEAST**

 **Over there!**

 **There's the visor, which blew clear to the back of the cabin. The visor TELEKINETICALLY snaps right into Jean's hand.**

 **JEAN GREY**

 **I've got it, Scott. Right here.**

 **There you go.**

 **She guides the visor into place. SCOTT'S POV: Through the red lenses, he sees her weary and smiling face.**

 **JEAN GREY (CONT'D)**

 **You okay?**

 **CYCLOPS**

 **Yeah. What about you? And the**

 **others?**

 **Jean throws her arms around Cyclops. He returns the embrace.**

 **JEAN GREY**

 **(whispering)**

 **Don't you ever do anything that**

 **stupid again.**

 **(CONTINUED)**

 **CONTINUED:** **127.**

 **SCOTT SUMMERS**

 **(whispering)**

 **Not without you.**

 **EXT. YONKERS, TRASK TRADE SHOW - CONTINUOUS**

 **Cyclops, Jean, and Beast all exit the jet. Angel and Iceman join them to regroup.**

 **BEAST**

 **Are we all okay?**

 **ICEMAN**

 **Yeah, I think we're good.**

 **CYCLOPS**

 **Wait, where are the others? Where's**

 **Piotr, and-**

 **CRASH!** **The windows from the nearby building seem to explode. Colossus - with Kitty and Kurt under each arm - LEAPS FROM A WINDOW just as the whole building starts to COLLAPSE BEHIND THEM.**

 **Kurt TELEPORTS THEM to the ground, the three of them rolling together from the inertia, as the others waste no time springing into action. CYCLOPS is zapping airborne debris, ANGEL flaps his wings to try and keep the dust contained. JEAN makes a strong effort with her telekinesis, and ICEMAN puts up an ice barrier to contain the implosion.**

 **CYCLOPS**

 **(to the Gold team)**

 **Guys, are you okay?**

 **KITTY PRYDE**

 **I think we're fine.**

 **COLOSSUS**

 **Mission accomplished, captain.**

 **Cyclops nods, relieved, but breathless.**

 **CYCLOPS**

 **What the hell happened in there?**

 **Before they can answer, a fleet of HELICOPTERS arrives on the scene. WHOLE SQUADS of National Guard troops pour out, guns at the ready. The X-Men are too exhausted to care. The troops are unsure whether or not they should aim at the X-Men. Bystanders are still recording with their cell phones.**

 **(CONTINUED)**

 **CONTINUED:** **128.**

 **SUDDENLY... a massive metal ball of debris EXPLODES OUT OF THE RUBBLE, flying over their heads, and landing in a clearing. The metal ball FLIES APART, revealing MAGNETO! The troops all aim their guns at him. He's bloodied and furious.**

 **MAGNETO**

 **(shouting)**

 **You! ALL of you! You are damning the future of all mutantkind! You bow before weaklings and worms when this could be a world of** **gods** **!**

 **In an instant, the soldiers' guns FLY OUT of their hands. The guns are now pointed straight at their foreheads. They all look terrified.**

 **MAGNETO (CONT'D)**

 **Now you see my true power. I am Magneto, leader of The Brotherhood. Only I can offer salvation from these...** **these oppressors** **!**

 **Magneto (or rather, the guns under his control) push forward. But then-**

 **CYCLOPS**

 **Don't.**

 **Magneto pauses, watching as the ENTIRE X-MEN TEAM ASSEMBLES BEHIND CYCLOPS, all in front of the downed Sentinel. They face Magneto, who stands alone. Magneto and Cyclops lock stares. Everything is silent again, but tense and fearful. Cyclops takes a step forward, slowly raising his hand to his visor.**

 **Then Magneto slightly nods, smugly accepting his defeat. At a gesture, Magneto TELEKINETICALLY PULLS A HELICOPTER out of the sky. Magneto climbs inside and flies away. As he gets out of range, the guns HARMLESSLY FALL to the ground.**

 **The troops, unsure what to do, pick up their guns and aim them at the X-Men. Cyclops just stares at them in disbelief for a moment and then shakes his head, turning to the team.**

 **CYCLOPS**

 **Jean, we'll need everyone as calm as possible. Can you do that?**

 **She nods.**

 **CYCLOPS (CONT'D)**

 **Beast, Iceman, you're on triage.**

 **Angel, start clearing the wreckage.**

 **(MORE)**

 **(CONTINUED)**

 **CONTINUED:** **129.**

 **CYCLOPS (CONT'D) (cont'd) I'll be along to help you in a second.**

 **ANGEL**

 **Yes, sir.**

 **CYCLOPS**

 **Gold team?**

 **The gold team perks up. They weren't expecting to be called.**

 **CYCLOPS (CONT'D)**

 **Search and rescue. We don't leave**

 **until everyone is safe.**

 **The Blue team disperses, off to help wherever they can. Kurt and Kitty turn to Piotr, awaiting orders. Piotr has to take a moment to process this.**

 **PIOTR RASPUTIN**

 **Okay, I'll take this area. Kitty, start with Trask, and then...**

 **Piotr continues giving orders in the background. One of the troops watches Cyclops as he sits, exhausted, alone on the hill of rubble. A trooper reaches over, signaling for the others to lower their rifles. Cyclops notices the gesture out of the corner of his eye.**

 **Shocked and still unsure, the trooper nervously raises a hand, waving at Cyclops. Cyclops nods to him, acknowledging the gesture. The trooper nods back, watching as Cyclops descends from the rubble to get to work. Then Cyclops' ears perk up.**

 **PROFESSOR XAVIER (O.S.)**

 **Well done, Scott.**

 **INT. XAVIER INSTITUTE, LOWER LEVEL - CONTINUOUS**

 **With a proud smile, Xavier takes off the helmet and leaves the Cerebro room.**

 **INT. XAVIER INSTITUTE - CONTINUOUS**

 **Xavier wheels himself into the student lounge. He joins everyone else as they watch the events unfold on the news. The reporter looks injured and bloodied, but she's still doing her job from the cover of a concrete slab. The camera tracks Cyclops as he walks.**

 **(CONTINUED)**

 **CONTINUED:** **130.**

 **REPORTER (O.S.)**

 **(on the television)**

 **If you're just tuning in, the Brotherhood of Mutants has claimed responsibility for the disastrous events that unfolded at the Trask Industries trade show here today. There are other mutants here, but-**

 **EXT. YONKERS, TRASK TRADE SHOW - CONTINUOUS**

 **The reporter cuts herself off as she and Cyclops lock eyes.**

 **Cyclops approaches, waving her over.**

 **CYCLOPS**

 **It's okay. Don't be afraid.**

 **He steps closer, extending his hand. She looks at it for a long moment, unsure. His demeanor is calm and his expression is warm.**

 **CYCLOPS**

 **C'mon, I got you.**

 **She finally places her hand in his, and he helps her up. Cyclops notices the camera, but doesn't seem to care. The cameraman and the reporter look around - they see the X-Men working with the National Guard to clear the wreckage, calm the survivors, care for the wounded, etc.**

 **Finally, the reporter addresses Cyclops, speaking into her microphone.**

 **REPORTER**

 **W-who... are you?**

 **Cyclops turns back to the reporter. He takes a second, putting himself together for this crucial moment. He inhales, ready to answer her question...**

 **INT. PRESS CONFERENCE - DAY**

 **Bolivar Trask - visibly battered, but more angry than hurt**

 **steps out onto a stage and behind a podium. The room in front of him is full of reporters and journalists. Flashing bulbs and an incoherent mass of voices everywhere. He waves a hand quieting them down.**

 **BOLIVAR TRASK**

 **What happened at the trade show... was a tragedy. Our hearts go out to the victims and their loved ones.**

 **(CONTINUED)**

 **CONTINUED:** **131.**

 **He pauses for effect, lowering his head for a moment. He looks back out at the crowd.**

 **BOLIVAR TRASK (CONT'D) Footage has revealed that the prototype Sentinel was being controlled by Max Eisenhardt, a.k.a. Magneto. What we didn't know before this...**

 **He pauses again.**

 **BOLIVAR TRASK (CONT'D) ...was that his mutant ability was the complete and total manipulation of metal.**

 **His demeanor shifts back into presenter mode.**

 **BOLIVAR TRASK (CONT'D) This is something we can learn from. As I said at the presentation, the Sentinel program was always meant to be an ongoing project, adapting to new threats as they come. We have already begun researching new lightweight and durable materials that cannot be controlled by mutants like this... "Magneto".**

 **He clears his throat.**

 **BOLIVAR TRASK (CONT'D) I would also like to remind everyone that Eisenhardt's accomplice - the so-called "Blob"**

 **is in custody, thanks to technology developed by Trask Industries.**

 **He postures.**

 **BOLIVAR TRASK (CONT'D) This company will not rest... until the American people are safe again. What Magneto and his followers did at Alkali Lake must not be repeated elsewhere. I will never rest easy until I know that everyone else can rest easy as well. The mutant menace? Its days are numbered.**

 **132.**

 **INT. THE BROTHERHOOD HQ - CONTINUOUS**

 **Roughly a dozen mutants are grouped around a wall of TV screens of various sizes. All the TVs are tuned to news broadcasts showing coverage of the X-Men assisting in the aftermath of the Trade Show. Magneto is in the darkest corner of the room, brooding.**

 **A familiar voice enters his head.**

 **PROFESSOR XAVIER (O.S.) Did we really have to make this a war?**

 **Magneto's fists tighten.**

 **MAGNETO**

 **That's what you never understood,**

 **Charles - it was always a war.**

 **SERIES OF SHOTS: MONTAGE**

 **\- Beast is giving Wolverine a tour of the mansion.**

 **PROFESSOR XAVIER (V.O.) It's only a war to those who know nothing but bloodshed.**

 **Kitty and Piotr walk down an institute hallway, holding hands. They're joined by Kurt, and the three of them smile together as they enter a classroom where Ororo is waiting.**

 **MAGNETO (V.O.)**

 **There is no change but bloodshed.**

 **There never was.**

 **PROFESSOR XAVIER (V.O.)**

 **In the past, maybe. But that**

 **doesn't have to be our future.**

 **Scott and Jean sneak around, trying to be inconspicuous as they find a decent spot to make out. Finally, Jean opens up the door to a closet. Scott shakes his head in disbelief. Still, Jean pulls him in and they trade a wicked smile as she kisses him and he closes the door.**

 **PROFESSOR XAVIER (V.O., CONT'D)**

 **There will never be security in death, Max. Fear can never lead to freedom. The only freedom, the only security, is in love.**

 **(CONTINUED)**

 **CONTINUED:** **133.**

 **Iceman and Angel get ready for a Danger Room session. They bump fists as the room comes to life and the LASERS start firing up.**

 **MAGNETO (V.O.)**

 **Love?! Where is the love for those of us who live in constant fear of persecution? How many of us can never live openly, letting their gifts go to waste for fear of how society will mark them?!**

 **INT. GREYHOUND BUS - TRAVELING**

 **Rogue is keeping to herself, a seat for just her. She stares out the window for a moment, before she hears something. It grabs her attention. She looks over, seeing a person with a tablet across the aisle from her watching the news on it.**

 **PROFESSOR XAVIER (V.O.) And how many of those mutants will your actions create, old friend?**

 **She leans to get a better view. The footage from the Trade Show aftermath is playing.**

 **REPORTER**

 **(on tablet)**

 **W-who... are you?**

 **Cyclops pauses for a moment and inhales.**

 **CYCLOPS**

 **(on tablet)**

 **We're the X-Men. We're mutants...**

 **and we're here to help.**

 **Rogue looks away from the tablet for a moment, staring into the middle distance. The smile on her face is contemplative, almost wistful, and completely opaque.**

 **CUT TO BLACK.**

 **INT. SHADOWY ROOM - DAY**

 **MID CREDITS SCENE:**

 **Senator Kelly answers a call on his cell phone.**

 **(CONTINUED)**

 **CONTINUED:** **134.**

 **SENATOR KELLY**

 **Yes?**

 **VOICE ON PHONE (O.S.) Sir. We've identified the cause of the incident. We've sent you a secure e-mail.**

 **SENATOR KELLY**

 **Understood.**

 **He hangs up and sets the phone aside. He then opens his laptop. The light from the screen illuminates his face in the dark and shadowy room. He opens a browser to his e-mail inbox. A new e-mail is there, titled simply 'Watch.' He opens the attachment, a video.**

 **It starts playing in a new window. It's security footage from the Weapon X facility. It's blurred, but we hear EXPLOSIONS, GUNFIRE... and MAD CACKLING. In the footage, a NAKED MAN WITH CHARRED SKIN from head to toe is fighting at least seven guards. The guards are all killed in a matter of seconds. Their killer goes to their bodies and then strikes a Michael Jackson pose, grabbing his crotch.**

 **CHARRED MAN**

 **(on laptop)**

 **Hee hee!**

 **The charred man turns toward the camera and waves excitedly.**

 **Senator Kelly grits his teeth angrily. He pauses the video and leans back in his chair...**

 **SENATOR KELLY**

 **(through gritted teeth)**

 **Wade... Wilson.**

 **CUT TO BLACK.**


End file.
